INTRODUCTION: The aging brain is characterized by structural decline and functional connectivity changes towards dedifferentiation, leading to cognitive decline. To some degree, the brain can compensate for structural deterioration. In this study, we aim to answer two questions: Where can we detect longitudinal functional connectivity-based compensation in the brains of cognitively healthy older adults? Can lifestyle predict the strength of this functional compensation? METHODS: Using longitudinal data from 228 cognitively healthy older adults, we analyzed five measurement points over 7 years. Network-based statistics and latent growth modeling were employed to examine changes in structural and functional connectivity, as well as potential functional compensation for declines in processing speed and memory. Random forest and linear regression were used to predict the amplitude of compensation based on demographic, biological, and lifestyle factors. RESULTS: Both functional and structural connectivity showed increases and decreases over time, depending on the specific connection and measure. Increased functional connectivity of 27 connections was linked to smaller declines in cognition. Five of those connections showed simultaneous decreases in fractional anisotropy, indicating direct compensation. The degree of compensation depended on the type of compensation and the cognitive ability, with demographic, biological, and lifestyle factors explaining 3.4-8.9% of the variance. CONCLUSIONS: There are widespread changes in structural and functional connectivity in older adults. Despite the trend of dedifferentiation in functional connectivity, we detected both direct and indirect compensatory subnetworks that mitigated the decline in cognitive performance. The degree of compensation was influenced by demographic, biological, and lifestyle factors.