<PAGE>
     This May 19, 2000 Agreement, as amended on June 1, 2000 and on June 14,
     2000, was entered into between the Company and the following senior
     executives:  G. L. Davis; D. V. Evans; J. E. Fesperman; C. R. Lotter;
     D. A. McKay; R. S. Ronning; and M. W. Taxter.

                                                                  Exhibit 10 (a)

                                     May 19, 2000


     TO: ___________________


                         RE:  J. C. PENNEY COMPANY, INC.
                              SUCCESSION SEVERANCE AGREEMENT

     Dear __________:

          As you are aware, I  have announced my intention to retire and  that a
     search is  underway for  my  successor. The  Company  considers you  a  key
     officer  and needs your best efforts, skills  and dedication to assure that
     the  best interests  of all  of its  stockholders are  protected while  the
     search is underway. The Company recognizes that the prospect of a new Chief
     Executive Officer may create an element of uncertainty with regard  to your
     own  personal  interests  and  needs.  In order  to  assure  the  continued
     availability  of  your  best efforts,  skills  and  dedication  during this
     period, the  Company offers,  in consideration  of your  continued services
     until 90 days  after the date  upon which my successor  is in place,  (such
     date in  place to be  determined by the  Company's Board of  Directors), to
     provide you with a lump severance payment and certain other benefits, under
     the conditions and as set forth below:

        1.        Succession  Severance Arrangement  (Arrangement). The  Company
     agrees  to continue your  employment in your  present position  and at your
     present compensation  level until  90  days after  the date  upon which  my
     successor  is in  place. If,  within three months  following the  date upon
     which my successor  is in place, your employment by the Company terminates,
     voluntarily  or involuntarily,  for  any reason  other  than disability  or
     death, you  shall receive the  Severance Payment set forth  below, together
     with  all the  other  benefits (Other  Benefits) provided  for in  the 1999
     Separation  Allowance  Program  for  Profit-Sharing  Management  Associates
     ("Program") or your employment contract, as the case may be.

          (a)  The Severance Payment  will be paid to you  immediately upon your
               termination of employment in one  lump sum, subject to applicable
               withholding taxes.

          (b)  This  Arrangement  shall  terminate upon  the  expiration  of six
               months from the date  my successor is in place or  as provided in
               paragraph 2 below.

<PAGE>
     TO:  ___________________
          May 19, 2000
          Page 2



          For the purposes of this Arrangement, Severance Payment shall mean an
     amount equal to the sum of the following:

          I.   Three times your then current annual base rate of salary, plus
          II.  Three times the annual Management Incentive Compensation Plan
               award for which you are eligible based on your salary at the time
               the Severance Payment is computed, payable at the target level
               ($1.00 unit value), plus

          III. Three times the Economic Value Added Performance Plan award for
               which you are eligible, payable at the target level ($1.00 unit
               value)calculated on your salary at the time the Severance Payment
               is computed, without regard to any negative balance in your Bonus
               Reserve Account under that Plan.

          IV.  If you become entitled to the Severance Payment under this
               Arrangement and/or Other Benefits, you shall also be entitled to
               receive the Code Section 280G Gross-Up Payment described in
               Section 4.10 of the Program, if applicable.

     2.   Term  of this  Agreement. The  term of  this Arrangement  is  one year
     _____________________________
          beginning  May  19,  2000  unless terminated  earlier  as  provided in
          paragraph  1  (b)  above.  This  Arrangement may  be  renewed  for  an
          additional one year term  if my successor is  not in place and if  the
          Board of Directors of  the Company delivers written notice  to you not
          less than thirty (30) days prior to May 19, 2001.

     3.   Miscellaneous.
     (a)  The Severance Payment under this Arrangement is in lieu of any
          severance pay under Section 4.01 of the Program or under the
          provisions of that certain Form of Severance Agreement entered into by
          you effective February 8, 2000 (Severance Agreement) should either of
          those agreements also be triggered. If you receive a Severance Payment
          under this Arrangement, you shall also be entitled to receive
          immediately the Other Benefits to which you may be entitled without
          the need for an actual or constructive termination of employment. If
          your employment is not terminated within three months after the date
          upon which my successor is in place, then you shall continue to be
          entitled to all the benefits, including Severance Pay, provided for in
          the Program for the remaining term of the two year period provided for
          in the Program after a Change of Control or pursuant to the terms of
          the Enhanced Severance Agreement as the case may be.

<PAGE>
     TO:  ___________________
          May 19, 2000
          Page 3



          (b)  You shall not be required to mitigate the amount of any Severance
               Payment  paid  to you  under  this Arrangement  by  seeking other
               employment or  otherwise, nor shall  the amount of  any Severance
               Payment  be reduced  by any  compensation  earned by  you as  the
               result of employment by another employer, by retirement benefits,
               by offset  against any amount  claimed to be  owed by you  to the
               Company, or otherwise.

          (c)  The  Company  will  require  any  successor  (whether  direct  or
               indirect, by purchase,  merger, share exchange,  consolidation or
               otherwise) to  all or  substantially all  of the business  and/or
               assets of the Company to assume expressly and to agree to perform
               this agreement in the same manner and to the same extent that the
               Company  would be  required to  perform it  if no  such successor
               existed.

     4.   Notices.  Any  notice required or permitted by  this Arrangement shall
          _______
          be given  by registered or  certified mail, return  receipt requested,
          addressed to the  Company at its then  principal office, or to  you at
          your  address specified  on page 1  of this Arrangement,  or to either
          party hereto at  such other address or addresses as you or the Company
          may from  time to time specify for such  purpose in a notice similarly
          given.

     5.   Governing Law.   This Arrangement  shall be construed and  governed in
          _____________
          accordance with the laws of the  State of Delaware (regardless of  the
          law that might  otherwise govern under applicable  Delaware principles
          of conflict of laws).

<PAGE>
     TO:  ___________________
          May 19, 2000
          Page 4



          Please indicate your acceptance of this agreement by signing one copy
     of this letter in the space provided and returning it to me. The other copy
     is for your files.

     Sincerely,

     J. C. PENNEY COMPANY, INC.



     By   /s/ J. E. Oesterreicher
        _______________________________
           J. E. Oesterreicher
           Chairman of the Board and
           Chief Executive Officer



     AGREED TO AND ACCEPTED this  24    day of  May , 2000
                                _______        _____


          /s/
        _______________________________


<PAGE>
                                     June 1, 2000


     TO: ___________________

                         RE:      J. C. PENNEY COMPANY, INC.
                                SUCCESSION SEVERANCE AGREEMENT -
                                         AMENDMENT


     Dear __________:

     Reference is made to that Succession Severance Agreement dated May 19,
     2000.  Paragraph 1, line 4 of that Agreement is hereby amended as follows:

     1.   Strike the following language: "following the date upon which my
          successor is in place".

     2.   Insert in place of that language the word "thereafter".


     Sincerely,

     J. C. PENNEY COMPANY, INC.



     By  /s/ J. E. Oesterreicher
       ______________________________
          J. E. Oesterreicher
          Chairman of the Board and
          Chief Executive Officer


     AGREED TO AND ACCEPTED this   1st  day of   June, 2000
                                  _____         ______


         /s/
       ______________________________

<PAGE>
                                    June 14, 2000


     TO: ___________________


                            RE: J. C. PENNEY COMPANY, INC.
                           SUCCESSION SEVERANCE AGREEMENT -
                                      AMENDMENT

     Dear ___________________:

     Reference is  made to our  previous Amendment of your  Succession Severance
     Agreement dated June  1, 2000. It has been  called to my attention  that to
     conform Paragraph  3(a) of the Agreement  with the intent of  the Agreement
     and the Amendment, the following revision should be made to Paragraph 3(a),
     line 8 of the Succession Severance Agreement:

          *    The reference to "three months" in line 8 shall be changed to
               "six months."

     There is no need for you to execute this document, but it should be held by
     you as part of the Agreement and the earlier Amendment.

     Sincerely,

     J. C. PENNEY COMPANY, INC.



     By:  /s/ J. E. Oesterreicher
        ______________________________
          J. E. Oesterreicher
          Chairman of the Board and
          Chief Executive Officer