Foot Locker (FL)

EXHIBIT 1

[Form of]

SECURITIES PLEDGE AMENDMENT

          This Securities Pledge Amendment, dated as of__________, is delivered pursuant to SECTION 5.1 of that certain security agreement (as amended, amended and restated, restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of March 20, 2009, made by (i) FOOT LOCKER, INC., a New York corporation (the “Borrower”), (ii) THE GUARANTORS party thereto from time to time (the “Guarantors”) (the Borrower, together with the Guarantors, and together with any successors, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., having an office at 100 Federal Street, 9^th Floor, Boston, Massachusetts 02110, in its capacity as collateral agent for the Credit Parties (as defined in the Credit Agreement) (in such capacity and together with any successors in such capacity, the “Collateral Agent”). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Secured Obligations.

Signature Page to Security Agreement