EXHIBIT 10(b)

                  Amendment to the J. C. Penney Company, Inc.
               Savings, Profit-Sharing and Stock Ownership Plan
                                (June 1, 2001)

Section 5.01 of the J. C. Penney Company, Inc, Savings, Profit-Sharing and Stock
Ownership Plan ("Plan") is amended effective June 1, 2001 to delete the word
"month" and to substitute the word "day" therefor, and Sections 5.02 and 5.05 of
the Plan are amended in their entirety effective June 1, 2001 for Section 5.02
and March 1, 2001 for Section 5.05 to read as follows:

5.02 Company Accounts

     A Participant may once in each calendar day of the Plan Year elect to
     transfer, in the manner determined by the Plan Administrator, an amount (in
     whole percentages) equal to the value of all or part of his units in any
     one or more of his Company Accounts, other than the Penney Preferred Stock
     Account, to one or more of his other Company Accounts. Amounts may not be
     transferred to the Penney Preferred Stock Account. Amounts may be
     transferred to the Company Account in the Penney Stock fund only after the
     amounts have been invested in one of the other Company Accounts, other than
     the Penney Preferred Stock Account, for at least one calendar day.

     A Participant who has attained age 55 and is 100 percent vested in his
     Company Accounts may once in each calendar day of the Plan Year elect to
     transfer, in the manner determined by the Plan Administrator, an amount (in
     whole percentages) equal to the value of all or part of his units in his
     Penney Preferred Stock Account to one or more of his other Company
     Accounts.

     An election received shall be treated as an election to transfer the value
     of units respecting the Company Contributions that have been allocated on
     or before the date of receipt of the notice. In the event a Participant
     elects to transfer units representing shares of Convertible Preferred Stock
     into units of another Account, the Company shall redeem Convertible
     Preferred Stock, at its then fair market value, to the extent necessary to
     provide for such transfer. Except as otherwise established pursuant to
     Section 5.03 below, the value of such units shall be determined as of the
     Valuation Date. Notwithstanding any other provision of this Article, a
     Participant who wishes to make transfers from both Personal Accounts and
     Company Accounts during the same day must do so as part of the same
     transaction.

5.05 Deferred Benefits

     A Participant who has a Separation from Service and has not received a
     complete distribution of benefits shall have the right to transfer amounts
     in his Personal Accounts as permitted in Section 5.01 above and amounts in
     has Company Accounts as permitted in Section 5.02 above. A Participant
     described in the preceding sentence who was 100 percent vested in his
     Company Accounts as of his Separation from Service shall have the right to
     transfer amounts in his Penney Preferred Stock Account as permitted by
     Section 5.02 upon the attainment of age 55. The surviving Spouse of a
     deceased Participant shall have the same transfer rights the Participant
     had prior to the Participant's death.