Foot Locker (FL)

     Effective as of February 1, 1981, the Board of Directors of Foot Locker Specialty, Inc. adopted a Long-Term Incentive Compensation Plan (the "Plan") for certain executives of Foot Locker Specialty, Inc. and its subsidiaries. Effective as of August 7, 1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan, as amended. Effective as of August 7, 1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan, as amended. Effective as of January 28, 1996, the Plan is further amended and restated, subject to approval of the amended and restated Plan by shareholders at the 1996 annual meeting. Notwithstanding anything else herein, no awards shall be granted under the Plan on or after January 28, 1996, unless the Plan as amended and restated effective as of January 28, 1996, is approved by the requisite vote of shareholders of Foot Locker as determined under "Section 162(m) of the Code" (as defined below).

     The objectives of the Plan are:

          (a) to reinforce corporate organizational and business-development goals.

          (b) to promote the achievement of year-to-year and long-range financial and other business objectives such as high quality of service and product, improved productivity and efficiencies for the benefit of our customers' satisfaction and to assure a reasonable return to Foot Locker's shareholders.

          (c) to reward the performance of individual executives in fulfilling their personal responsibilities for long-range achievements.

          (d) to serve as a qualified performance-based compensation program under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") or any successor section and the Treasury regulations promulgated thereunder ("Section 162(m) of the Code").

          (e) to award shares of Common Stock (as defined below) after attainment of preestablished performance goals and completion of the Performance Period (as defined below), which shall be considered "Other Stock-Based Awards" under the Foot Locker 1995 Stock Option and Award Plan (the "Stock Option Plan").

     1.

     Effective as of
February 1, 1981, the Board of Directors of Foot Locker Specialty, Inc. adopted
a Long-Term Incentive Compensation Plan (the "Plan") for certain executives of
Foot Locker Specialty, Inc. and its subsidiaries. Effective as of August 7,
1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan, as amended. Effective
as of August 7, 1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan, as
amended. Effective as of January 28, 1996, the Plan is further amended and
restated, subject to approval of the amended and restated Plan by shareholders
at the 1996 annual meeting. Notwithstanding anything else herein, no awards
shall be granted under the Plan on or after January 28, 1996, unless the Plan as
amended and restated effective as of January 28, 1996, is approved by the
requisite vote of shareholders of Foot Locker as determined under "Section
162(m) of the Code" (as defined below).

     The objectives of the Plan
are:

          (a) to reinforce corporate organizational
and business-development goals.

          (b) to promote the achievement of
year-to-year and long-range financial and other business objectives such as high
quality of service and product, improved productivity and efficiencies for the
benefit of our customers' satisfaction and to assure a reasonable return to Foot
Locker's shareholders.

          (c) to reward the performance of
individual executives in fulfilling their personal responsibilities for
long-range achievements.

          (d) to serve as a qualified
performance-based compensation program under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") or any successor section and the
Treasury regulations promulgated thereunder ("Section 162(m) of the
Code").

          (e) to award shares of Common Stock (as
defined below) after attainment of preestablished performance goals and
completion of the Performance Period (as defined below), which shall be
considered "Other Stock-Based Awards" under the Foot Locker 1995 Stock Option
and Award Plan (the "Stock Option Plan").

     1.

     Effective as of
February 1, 1981, the Board of Directors of Foot Locker Specialty, Inc. adopted
a Long-Term Incentive Compensation Plan (the "Plan") for certain executives of
Foot Locker Specialty, Inc. and its subsidiaries. Effective as of August 7,
1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan, as amended. Effective
as of August 7, 1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan, as
amended. Effective as of January 28, 1996, the Plan is further amended and
restated, subject to approval of the amended and restated Plan by shareholders
at the 1996 annual meeting. Notwithstanding anything else herein, no awards
shall be granted under the Plan on or after January 28, 1996, unless the Plan as
amended and restated effective as of January 28, 1996, is approved by the
requisite vote of shareholders of Foot Locker as determined under "Section
162(m) of the Code" (as defined below).

     The objectives of the Plan
are:

          (a) to reinforce corporate organizational
and business-development goals.

          (b) to promote the achievement of
year-to-year and long-range financial and other business objectives such as high
quality of service and product, improved productivity and efficiencies for the
benefit of our customers' satisfaction and to assure a reasonable return to Foot
Locker's shareholders.

          (c) to reward the performance of
individual executives in fulfilling their personal responsibilities for
long-range achievements.

          (d) to serve as a qualified
performance-based compensation program under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") or any successor section and the
Treasury regulations promulgated thereunder ("Section 162(m) of the
Code").

          (e) to award shares of Common Stock (as
defined below) after attainment of preestablished performance goals and
completion of the Performance Period (as defined below), which shall be
considered "Other Stock-Based Awards" under the Foot Locker 1995 Stock Option
and Award Plan (the "Stock Option Plan").

     1.