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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.
