<PAGE>
                                                                  Exhibit 10(c)
                          BENEFIT RESTORATION PLAN AMENDMENT
                          __________________________________

          Pursuant to Paragraph (1) (Amendment and Termination) of Article VIII
     (Miscellaneous) of the J. C. Penney Company, Inc. Benefit Restoration Plan
     ("BRP"), the BRP shall be amended effective July 14, 1999 to revise
     Paragraph (9) of Article VIII in its entirety to read as follows:

          (9)     Change of Control:  Upon a Change of Control (as hereinafter
                  _________________
     defined), assets of the Company in an amount sufficient to pay benefits
     that have accrued under the Plan up to that date shall immediately be
     transferred to a grantor trust to be established by the Company for the
     purpose of paying benefits hereunder, and the Participant's vested benefits
     shall thereafter be paid to the Participant from such trust in accordance
     with the terms of the Plan; provided that at the time of such Change of
     Control, the Participant may make an irrevocable election to have his Plan
     benefits paid in a single-sum immediately upon the later of (i) the date of
     the Change of Control, or (ii) the Participant's retirement date, in which
     event his benefits shall be reduced by 10% as a penalty for early payment.
     On each anniversary date of the date of a Change of Control, the Company
     shall transfer to the grantor trust an amount necessary to pay all benefits
     accrued under the Plan during the preceding twelve months.

          For purposes of this paragraph (9), a Change of Control shall be
     deemed to have occurred if the event set forth in any one of the following
     subparagraphs shall have occurred:

          (a)     any Person is or becomes the Beneficial Owner, directly or
     indirectly, of securities of the Company (not including in the securities
     beneficially owned by such Person any securities acquired directly from the
     Company or its Affiliates) representing 50% or more of the combined voting
     power of the Company's then outstanding securities; or

          (b)     during any period of two consecutive calendar years, the
     following individuals cease for any reason to constitute a majority of the
     number of directors then serving as directors of the Company:  individuals,
     who on July 14, 1999 constitute the Board of Directors of the Company and
     any new director (other than a director whose initial assumption of office
     is in connection with the settlement of an actual or threatened election
     contest, including but not limited to a consent solicitation, relating to
     the election of directors of the Company) whose appointment or election by
     the Board of Directors of the Company or nomination for election by the
     Company's stockholders was approved or recommended by a vote  of at least
     two-thirds of the directors then still in office who either were directors
     on July 14, 1999 or whose appointment, election or nomination for election
     was previously so approved or recommended; or

          (c)     there is consummated a merger or consolidation of the Company
     or any direct or indirect subsidiary of the Company with any other
     corporation or entity, other than (i) a merger or consolidation which would
     result in the voting securities of the Company outstanding immediately
     prior to such merger  or consolidation continuing to

                                          1
<PAGE>
     represent (either by remaining outstanding or by being converted into
     voting securities of the surviving entity or any Parent thereof), in
     combination with the ownership of any trustee or other fiduciary holding
     securities under an employee benefit plan of the Company or any subsidiary
     of the Company, at least 50% of the combined voting power of the securities
     of the Company, such surviving entity or any Parent thereof outstanding
     immediately after such merger or consolidation, or (ii) a merger or
     consolidation effected solely to implement a recapitalization of the
     Company (or similar transaction) in which no Person is or becomes the
     Beneficial Owner, directly or indirectly, of securities of the Company (not
     including in the securities beneficially owned by such Person any
     securities acquired directly from the Company or its Affiliates)
     representing 50% or more of the combined voting power of the Company's then
     outstanding securities; or

          (d)     the stockholders of the Company approve a plan of complete
     liquidation or dissolution of the Company, or there is consummated a sale
     or disposition by the Company or any of its subsidiaries of any assets
     which individually or as part of a series of related transactions
     constitute all or substantially all of the Company's consolidated assets,
     other than any such sale or disposition to an entity at least 50% of the
     combined voting power of the voting securities of which are owned by
     stockholders of the Company in substantially the same proportions as their
     ownership of the voting securities of the Company immediately prior to such
     sale or disposition; or

          (e)     the execution of a binding agreement that if consummated would
     result in a Change of Control of a type specified in subparagraphs (a) or
     (c) above (an "Acquisition Agreement") or of a binding agreement for the
     sale or disposition of assets that, if consummated, would result in a
     Change of Control of a type specified in subparagraph (d) above (an "Asset
     Sale Agreement") or the adoption by the Board of Directors of the Company
     of a plan of complete liquidation or dissolution of the Company that, if
     consummated, would result in a Change of Control of a type specified in
     subparagraph (d) above (a "Plan of Liquidation"), provided, however, that a
     Change of Control of the type specified in this subparagraph (e) shall not
     be deemed to exist or have occurred as a result of the execution of such
     Acquisition Agreement or Asset Sale Agreement, or the adoption of such a
     Plan of Liquidation, from and after the Abandonment Date.  As used in this
     subparagraph (e), the term "Abandonment Date" shall mean the date on which
     (i) an Acquisition Agreement, Asset Sale Agreement or Plan of Liquidation
     is terminated (pursuant to its terms or otherwise) without having been
     consummated, (ii) the parties to an Acquisition Agreement or Asset Sale
     Agreement abandon the transactions contemplated thereby, (iii) the Company
     abandons a Plan of Liquidation, or (iv) a court or regulatory body having
     competent jurisdiction enjoins or issues a cease and desist or stop order
     with respect to or otherwise prevents the consummation of, or a regulatory
     body notifies the Company that it will not approve an Acquisition
     Agreement, Asset Sale Agreement or Plan of Liquidation or the transactions
     contemplated thereby and such injunction, order or notice has become final
     and not subject to appeal; or

                                          2
<PAGE>
          (f)     the Board adopts a resolution to the effect that, for purposes
     of this Plan, a Change of Control has occurred.

          Notwithstanding the foregoing, a Change of Control shall not be deemed
     to have occurred by virtue of the consummation of any transaction or series
     of integrated transactions immediately following which the record holders
     of the common stock of the Company immediately prior to such transaction or
     series of transactions continue to have substantially the same
     proportionate ownership in an entity (i) which owns all or substantially
     all of the assets of the Company immediately following such transaction  or
     series of transactions, (ii) which is intended to reflect or track the
     value or performance of a particular division, business segment or
     subsidiary of the Company, or (iii) which is an affiliated company,
     subsidiary, or spin-off entity owned by the stockholders of the Company in
     substantially the same proportions as their ownership of stock of the
     Company on the date of such spin-off.

          As used in connection with the foregoing definition of Change of
     Control, "Affiliate" shall have the meaning set forth in Rule 12b-2
     promulgated under Section 12 of the Exchange Act; "Beneficial Owner" shall
     have the meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange
     Act" shall mean the Securities Exchange Act of 1934, as amended from time
     to time; "Parent" shall mean any entity that becomes the Beneficial Owner
     of at least 50% of the voting power of the outstanding voting securities of
     the Company or of an entity that survives any merger or consolidation of
     the Company or any direct or indirect subsidiary of the Company; and
     "Person" shall have the meaning given in Section 3(a)(9) of the Exchange
     Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
     such term shall not include (i) the Company or any of its subsidiaries,
     (ii) a trustee or other fiduciary holding securities under an employee
     benefit plan of the Company or any of its Affiliates, (iii) an underwriter
     temporarily holding securities pursuant to an offering of such securities,
     or (iv) a corporation or entity owned, directly or indirectly, by the
     stockholders of the Company in substantially the same proportions as their
     ownership of stock of the Company.

                                          3