Foot Locker (FL)

DIRECTORS’ COMPENSATION AND BENEFITS

Non-employee directors are paid an annual retainer fee and meeting fees for attendance at each Board and committee meeting. The lead director and the committee chairs are paid an additional retainer fee for service in these capacities. We do not pay additional compensation to any director who is also an employee of the Company for service on the Board or any committee. The following table summarizes the fees paid to the non-employee directors.

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DIRECTORS’ COMPENSATION AND BENEFITS

Non-employee directors are paid an annual retainer fee, meeting fees for attendance at each Board and committee meeting, and are granted an annual stock option award. Committee chairs are paid an additional retainer fee. We do not pay any additional compensation to any director who is also an employee of the Company for service on the Board or any committee. The Board of Directors approved an increase in the annual retainer and committee chair retainer fees, effective January 1, 2007. The increased fees were recommended by the Nominating and Corporate Governance Committee and are described below. The last increase in directors’ compensation was effective January 1, 2005.

• Annual Retainer. We pay the directors an annual retainer, which is payable one-half in cash and one-half in shares of our Common Stock, currently under the Foot Locker 2002 Directors Stock Plan. Directors may elect to receive up to 100 percent of their annual retainer, including committee chair retainer, in stock. We calculate the number of shares paid to the directors for their annual retainer by dividing the applicable retainer by the average price of a share of our stock on the last business day preceding the July 1 payment date. Since January 1, 2007, the annual retainer has been $100,000; prior to that date it was $80,000.

• Committee Chair Retainers. We pay the committee chairs an additional annual retainer of $10,000 ($20,000 for the Chair of the Audit Committee). Prior to January 1, 2007, these retainers were $7,500 and $10,000, respectively. The committee chair retainers are paid in the same form as the directors’ annual retainers. No additional annual retainer fee is paid to the chair of the Executive Committee.

• Meeting Fees. We pay a meeting fee of $1,500 for each Board and committee meeting attended.

• Stock Option Grants. Directors receive a stock option award on the first business day of each fiscal year. Directors who are initially elected to the Board after the first day of the fiscal year are granted a stock option on the date of the first Board meeting that the new director attends. In both cases, the number of options granted is calculated by dividing $50,000 by the average of the high and low prices of a share of the Company’s Common Stock on the date of grant. The per-share exercise price of each stock option granted may not be less than the fair market value of a share of Common Stock on the date of grant. Options fully vest one year following the date of grant. Vested options may be exercised for ten years from the date of grant; however, no option may be exercised more than one year following the termination of a person’s service as a director.

• Deferral Election. Non-employee directors may elect to receive all or a portion of the cash component of their annual retainer fee, including committee chair retainers, in the form of deferred stock units or to have these amounts placed in an interest account. Directors may also elect to receive all or part of the stock component of their annual retainer fee in the form of deferred stock units. The interest account is a hypothetical investment account bearing interest at the rate of 120 percent of the applicable federal long-term rate, compounded annually, and set as of the first day of each plan year. A stock unit is an accounting equivalent of one share of the Company’s Common Stock.

• Miscellaneous. Directors and their immediate families are eligible to receive the same discount on purchases of merchandise from our stores, catalogs and Internet sites that is available to Company employees. The Company reimburses non-employee directors for their reasonable expenses in attending meetings of the Board and committees, including their transportation expenses to and from meetings, hotel accommodations, and meals.

The amounts paid to each non-employee director for 2006, including amounts deferred under the Foot Locker 2002 Directors Stock Plan, and the options granted to each director are reported in the tables below.

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