Foot Locker (FL)

ARTICLE I

ESTABLISHMENT OF THE PLAN

     1.1 Establishment of the Plan. Foot Locker, Inc. (the "Company") hereby establishes a compensation plan for Nonemployee Directors of the Company to be known as the Foot Locker 2002 Directors Stock (the "Plan"), as set forth in this document. The Plan provides for (i) the issuance of Shares to Nonemployee Directors in payment of part or all of their annual retainer fee, (ii) the grant of stock options to Nonemployee Directors and (iii) the voluntary deferral of the payment of the Nonemployee Director's Annual Retainer, subject to the terms and conditions set forth herein.

     1.2 Replacement Plan. The Plan is intended to replace the Foot Locker Directors Stock Plan and the Foot Locker Directors Stock Option Plan in effect prior to the Effective Date (the "Prior Plans"). The Prior Plans will continue to apply only with respect to stock issuances and stock options granted prior to the Effective Date under such plans. Upon approval of the Plan by shareholders, no further stock issuances, grants or awards shall be made to Nonemployee Directors under the Prior Plans.

     1.3 Shareholder Approval Requirement. The Plan (and any grants of Options made prior to shareholder approval) shall be subject to the requisite approval of the shareholders of the Company at the 2002 annual meeting of shareholders. In the absence of such shareholder approval, any such Options granted prior to such approval shall be null and void.

     1.4 Term of Plan. The Plan shall take effect as of January 1, 2002 and shall remain in effect until January 1, 2012, unless sooner terminated by the Board.

ARTICLE II

PURPOSE

     2.1 Purpose. The Plan is intended to increase the proprietary interest of Nonemployee Directors of the Company, to promote the achievement of long-term objectives of the Company by closely aligning the interests of Nonemployee Directors with the interests of the Company’s shareholders, and to retain and attract Nonemployee Directors of outstanding competence.

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ARTICLE I

ESTABLISHMENT OF THE PLAN

     1.1
Establishment of the
Plan. Foot Locker, Inc. (the "Company")
hereby establishes a compensation plan for Nonemployee Directors of the Company
to be known as the Foot Locker 2002 Directors Stock (the "Plan"), as set forth
in this document. The Plan provides for (i) the issuance of Shares to
Nonemployee Directors in payment of part or all of their annual retainer fee,
(ii) the grant of stock options to Nonemployee Directors and (iii) the voluntary
deferral of the payment of the Nonemployee Director's Annual Retainer, subject
to the terms and conditions set forth herein.

    
1.2 Replacement
Plan. The Plan is intended to replace the
Foot Locker Directors Stock Plan and the Foot Locker Directors Stock Option Plan
in effect prior to the Effective Date (the "Prior Plans"). The Prior Plans will
continue to apply only with respect to stock issuances and stock options granted
prior to the Effective Date under such plans. Upon approval of the Plan by
shareholders, no further stock issuances, grants or awards shall be made to
Nonemployee Directors under the Prior Plans.

    
1.3 Shareholder Approval
Requirement. The Plan (and any grants of
Options made prior to shareholder approval) shall be subject to the requisite
approval of the shareholders of the Company at the 2002 annual meeting of
shareholders. In the absence of such shareholder approval, any such Options
granted prior to such approval shall be null and void.

    
1.4 Term of Plan. The Plan shall take effect as of January 1, 2002 and shall
remain in effect until January 1, 2012, unless sooner terminated by the Board.

ARTICLE II

PURPOSE

    
2.1 Purpose. The Plan is intended to increase the proprietary interest of
Nonemployee Directors of the Company, to promote the achievement of long-term
objectives of the Company by closely aligning the interests of Nonemployee
Directors with the interests of the Company’s shareholders, and to retain and
attract Nonemployee Directors of outstanding competence.

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