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                                                                    EXHIBIT 10.5

                     AMENDMENT TO INDEMNIFICATION AGREEMENT

Section 1(c) of the form of Indemnification Agreement between Venator Group,
Inc. and its directors and officers is amended to read, in its entirety, as
follows:

         (c) Change in Control: shall be deemed to have occurred if (i) any
         "person" (as such term is used in Sections 13(d) and 14(d) of the
         Securities Exchange Act of 1934, as amended), other than a trustee or
         other fiduciary holding securities under an employee benefit plan of
         the Company or a corporation owned directly or indirectly by the
         shareholders of the Company in substantially the same proportions as
         their ownership of stock of the Company, is or becomes the "beneficial
         owner" (as defined in Rule 13d-3 under said Act), directly or
         indirectly, of securities of the Company representing 20 percent or
         more of the total voting power represented by the Company's then
         outstanding Voting Securities (such person being hereinafter referred
         to as an "Acquiring Person"), or (ii) during any 24-consecutive-month
         period, individuals who at the beginning of such period constitute the
         Board of Directors of the Company and any new director whose election
         by the Board of Directors or nomination for election by the Company's
         shareholders was approved by a vote of at least two-thirds (2/3) of the
         directors then still in office who either were directors at the
         beginning of the period or whose election or nomination for election
         was previously so approved, cease for any reason to constitute a
         majority thereof, or (iii) the shareholders of the Company approve a
         merger or consolidation of the Company with any other corporation,
         other than a merger or consolidation which would result in the Voting
         Securities of the Company outstanding immediately prior thereto
         continuing to represent (either by remaining outstanding or by being
         converted into Voting Securities of the surviving entity) at least 80
         percent of the total voting power represented by the Voting Securities
         of the Company or such surviving entity outstanding immediately after
         such merger or consolidation, or (iv) the shareholders of the Company
         approve a plan of complete liquidation of the Company or an agreement
         for the sale or disposition by the Company of all or substantially all
         the Company's assets.