Exhibit 10(ii)(au)

                AMENDMENTS TO MIRROR SAVINGS PLAN I, II and III

1.   Section 2.02 (Eligible Associate) of the J. C. Penney Company, Inc. Mirror
     Savings Plan III is amended effective August 1, 1999 to revise paragraph
     two to read as follows:

         An Associate shall not be designated as an Eligible Associate unless
     he (a) is employed with the Company at a position responsibility level of
     15 or above, or with an Employer at a comparable position responsibility
     level as determined by the Vice President and Director of Human Resources
     (or his successor by title or position) in his sole discretion and (b) is
     expected to have projected earnings of at least $100,000 for his first
     year of employment based on his Compensation as of his date of hire.

2.   Section 2.04 (Election to Defer) of the J. C. Penney Company, Inc. Mirror
     Savings Plan III is amended effective August 1, 1999 to revise subparagraph
     (b) of paragraph two and to add a new paragraph after subparagraph (c) of
     paragraph two to read as follows:

         (b)  For a Plan Year beginning after December 31, 1999, on or before
              the last day of the 30-day period ("election period") beginning on
              the Eligible Associate's date of hire and shall be effective on
              the first day of the next calendar month beginning after the end
              of the election period, or

         The election period described in (b) above shall begin on the date of
     the written offer to participate in the Plan if the Vice President and
     Director of Human Resources (or his successor by title or position)
     determines in his sole discretion that the Eligible Associate did not have
     adequate time after his date of hire to make an Election to Defer.

3.   Section 4.02 (Company Accounts) of the J. C. Penney Company, Inc. Mirror
     Savings Plans I and II is amended effective March 1, 2001 to delete the
     words "who has attained age 55 and is 100% vested in his Company Accounts
     under the Plan" from the first sentence.

4.   Section 7.03 (Death) of the J. C. Penney Company, Inc. Mirror Savings Plans
     I, II and III is amended effective January 1, 1999 for Plans I and II and
     August 1, 1999 for Plan Ill to restate the first two paragraphs to read as
     follows:

         The Beneficiary of a Participant who (1) has a Separation from Service
     because of death, or (2) dies after his Separation from Service but before
     receiving all of his vested Plan benefits shall be entitled to receive


     the remaining annual installments to which the Participant was entitled as
     of the date of death. The first annual installment payable to the
     Beneficiary shall be paid in January following the Participant's date of
     death, or, if later, after satisfactory proof of death is received by the
     Plan Administrator. Each annual installment thereafter shall be paid in
     January of each year. Payment dates shall be determined by a Plan
     Administrator.

         A single-sum distribution shall be paid to the estate of the
     Participant if as of the date of death (1) no valid beneficiary designation
     by the Participant is on file with the Plan Administrator, or (2) the
     Beneficiary has predeceased the Participant, or (3) the Beneficiary has
     died within 30 days after the Participant's date of death.

5.   The J. C. Penney Company, Inc. Mirror Savings Plan III is amended effective
     August 1, 1999 to delete the words "Personnel and Compensation Committee"
     in each place in which they appear and to substitute therefor the words
     "Benefit Plans Review Committee" In each such place.