Foot Locker (FL)

ELECTION OF DIRECTORS

      Foot Locker's Certificate of Incorporation provides that the members of our Board of Directors be divided into three classes serving staggered three-year terms, each class to be as nearly equal in number as the other two.

      The terms of the four directors who constitute Class III expire at the 2006 annual meeting upon the election and qualification of their successors. Alan D. Feldman, Jarobin Gilbert Jr., David Y. Schwartz and Cheryl Nido Turpin will be considered for election as directors in Class III, each to hold office for a three-year term expiring at the annual meeting in 2009. Matthew M. McKenna has been nominated by the Board to stand for election as a director in Class II for a two-year term expiring at the annual meeting in 2008. Each nominee has been nominated by the Board of Directors for election and has consented to serve for the specified term. Ms. Turpin and Messrs. Gilbert and Schwartz were elected to serve for their present terms at the 2003 annual meeting. Mr. Feldman was elected to his present term at the 2005 annual meeting. Mr. McKenna is not currently serving as a director. The seven remaining directors will continue in office, in accordance with their previous elections, until the expiration of their terms at the 2007 or 2008 annual meeting.

      The Board has established a retirement policy for directors, which is described on Page 8. In accordance with this policy, the Nominating and Corporate Governance Committee has asked Mr. Crawford and Mr. Preston, who otherwise would have resigned from the Board at this annual meeting, to continue serving as directors.

      If, prior to the annual meeting, any of the five nominees becomes unable to serve as a director for any reason, the persons designated as proxies on the enclosed proxy card will have full discretion to vote the shares represented by proxies held by them for another person to serve as a director in place of that nominee.

      Biographical information follows for the five nominees and for each of the seven other directors of the Company whose present terms as directors will continue after the 2006 annual meeting. There are no family relationships among the directors, nominees, or executive officers of the Company.

ELECTION OF DIRECTORS

      The Company's Certificate of Incorporation provides that the members of the Board of Directors be divided into three classes serving staggered three-year terms, each class to be as nearly equal in number as the other two. The terms of Alan D. Feldman and the four directors who constitute Class II expire at the 2005 annual meeting upon the election and qualification of their successors. J. Carter Bacot, Purdy Crawford, Nicholas DiPaolo and Philip H. Geier Jr. will be considered for election as directors in Class II, each to hold office for a three-year term expiring at the annual meeting in 2008. In order to even out the classes, Alan D. Feldman will be considered for election as a director in Class III for a one-year term expiring at the annual meeting in 2006. Each nominee has been nominated by the Board of Directors for election and has consented to serve for the specified term. Mr. Feldman was elected to the Board effective February 1, 2005. Messrs. Bacot, Crawford, DiPaolo and Geier were elected to serve for their present terms at the 2002 annual meeting.

      The Board has established a retirement policy for directors, which is described on Page 7. Pursuant to that policy, the Nominating and Corporate Governance Committee has asked J. Carter Bacot, who attained age 72 in 2005, and Purdy Crawford, who turned 73 in 2004, and whose terms of office would have expired at the 2005 annual meeting, to stand for election at the 2005 annual meeting. The Nominating and Corporate Governance Committee also asked James E. Preston, who attains age 72 in April 2005 and who otherwise would have resigned from the Board at the 2005 annual meeting, to continue as a director.

      If, prior to the annual meeting, any of the five nominees becomes unable to serve as a director for any reason, the persons designated as proxies on the enclosed proxy card will have full discretion to vote the shares represented by proxies held by them for another person to serve as a director in place of that nominee.

      The seven remaining directors will continue in office, in accordance with their previous elections, until the expiration of the terms of their classes at the 2006 or 2007 annual meeting. Biographical information follows for the five nominees and for each of the seven other directors of the Company whose present terms as directors will continue after the 2005 annual meeting. There are no family relationships among the directors or executive officers of the Company.