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                                                                  EXHIBIT 10.2

AMENDMENT TO THE VENATOR GROUP 1998 STOCK OPTION AND AWARD PLAN

         1.       The first sentence of Section 5(a) is hereby amended to read
as follows:

                           (a)      The maximum number of shares of Stock
reserved for issuance pursuant to the Plan or with respect to which Awards may
be granted shall be twelve million (12,000,000) shares, subject to adjustment
as provided herein, except that the number of such shares reserved for issuance
as Restricted Stock and Other Stock-Based Awards shall be three million
(3,000,000) shares.

         2.       Section 5(c) is deleted in its entirety.

         3.       Sections 5(d), 5(e), 5(f), and 5(g) are amended by
designating them as Sections 5(c), 5(d), 5(e) and 5(f), respectively.