Foot Locker (FL)

          (a) A participant's rights and interests under the Plan may not be sold, assigned, transferred, pledged or alienated.

          (b) In the case of a participant's death, payment, if any, under the Plan shall be made to his or her designated beneficiary, or in the event no beneficiary is designated or surviving, to the participant's estate.

          (c) Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of Foot Locker.

          (d) Foot Locker shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments made pursuant to this Plan.

          (e) Except with regard to an award made pursuant to Section 7 herein, the Plan is designed and intended to comply with Section 162(m) of the Code and all provisions hereof shall be limited, construed and interpreted in a manner to so comply.

          (f) While Foot Locker does not guarantee any particular tax treatment, the Plan is designed and intended to comply with the short-term deferral rules under Section 409A of the Code and the applicable regulations thereunder and shall be limited, construed and interpreted with such intent. All amounts payable under the Plan shall be payable within the short-term deferral period in accordance with Section 409A and regulations issued thereunder.

          (g) The Board or the Committee may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided, that, no amendment which requires shareholder approval in order for the Plan to continue to comply with the exception for performance based compensation under Section 162(m) of the Code shall be effective unless the same shall be approved by the requisite vote of the shareholders of Foot Locker as determined under Section 162(m) of the Code. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any participant, without such participant's consent, under the award theretofore granted under the Plan.

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          (a) A participant's rights and interests
under the Plan may not be sold, assigned, transferred, pledged or alienated.

          (b) In the case of a participant's death,
payment, if any, under the Plan shall be made to his or her designated
beneficiary, or in the event no beneficiary is designated or surviving, to the
participant's estate.

          (c) Neither this Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of Foot Locker.

          (d) Foot Locker shall have the right to
make such provisions as it deems necessary or appropriate to satisfy any
obligations it may have to withhold federal, state or local income or other
taxes incurred by reason of payments made pursuant to this Plan.

          (e) Except with regard to an award made
pursuant to Section 7 herein, the Plan is designed and intended to comply with
Section 162(m) of the Code and all provisions hereof shall be limited, construed
and interpreted in a manner to so comply.

          (f) While Foot Locker does not guarantee
any particular tax treatment, the Plan is designed and intended to comply with
the short-term deferral rules under Section 409A of the Code and the applicable
regulations thereunder and shall be limited, construed and interpreted with such
intent. All amounts payable under the Plan shall be payable within the
short-term deferral period in accordance with Section 409A and regulations
issued thereunder.

          (g) The Board or the Committee may at any
time and from time to time alter, amend, suspend or terminate the Plan in whole
or in part; provided, that, no amendment which requires shareholder approval in
order for the Plan to continue to comply with the exception for performance
based compensation under Section 162(m) of the Code shall be effective unless
the same shall be approved by the requisite vote of the shareholders of Foot
Locker as determined under Section 162(m) of the Code. Notwithstanding the foregoing, no amendment shall affect adversely any of
the rights of any participant, without such participant's consent, under the
award theretofore granted under the Plan.

80

          (a) A participant's rights and interests
under the Plan may not be sold, assigned, transferred, pledged or alienated.

          (b) In the case of a participant's death,
payment, if any, under the Plan shall be made to his or her designated
beneficiary, or in the event no beneficiary is designated or surviving, to the
participant's estate.

          (c) Neither this Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of Foot Locker.

          (d) Foot Locker shall have the right to
make such provisions as it deems necessary or appropriate to satisfy any
obligations it may have to withhold federal, state or local income or other
taxes incurred by reason of payments made pursuant to this Plan.

          (e) Except with regard to an award made
pursuant to Section 7 herein, the Plan is designed and intended to comply with
Section 162(m) of the Code and all provisions hereof shall be limited, construed
and interpreted in a manner to so comply.

          (f) While Foot Locker does not guarantee
any particular tax treatment, the Plan is designed and intended to comply with
the short-term deferral rules under Section 409A of the Code and the applicable
regulations thereunder and shall be limited, construed and interpreted with such
intent. All amounts payable under the Plan shall be payable within the
short-term deferral period in accordance with Section 409A and regulations
issued thereunder.

          (g) The Board or the Committee may at any
time and from time to time alter, amend, suspend or terminate the Plan in whole
or in part; provided, that, no amendment which requires shareholder approval in
order for the Plan to continue to comply with the exception for performance
based compensation under Section 162(m) of the Code shall be effective unless
the same shall be approved by the requisite vote of the shareholders of Foot
Locker as determined under Section 162(m) of the Code. Notwithstanding the foregoing, no amendment shall affect adversely any of
the rights of any participant, without such participant's consent, under the
award theretofore granted under the Plan.

80

8. Miscellaneous Provisions.

(a) A participant’s rights and interests under the Plan may not be sold, assigned, transferred, pledged or alienated.

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(b) In the case of a participant’s death, payment, if any, under the Plan shall be made to his or her designated beneficiary, or in the event no beneficiary is designated or surviving, to the participant’s estate.

(c) Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of Foot Locker.

(d) Foot Locker shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of payments made pursuant to the Plan.

(e) While Foot Locker does not guarantee any particular tax treatment, the Plan is designed and intended to comply with the short-term deferral rules under Section 409A of the Code and the applicable regulations thereunder and shall be limited, construed and interpreted with such intent. All amounts payable under the Plan shall be payable within the short-term deferral period in accordance with Section 409A and regulations issued thereunder.

(f) The Plan is designed and intended to comply with Section 162(m) of the Code with regard to awards made to Covered Employees, and all provisions hereof shall be limited, construed and interpreted in a manner so to comply.

(g) The Board or the Committee may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided, that, no amendment which requires shareholder approval in order for the Plan to continue to comply with the exception for performance based compensation under Section 162(m) of the Code shall be effective unless the same shall be approved by the requisite vote of the shareholders of Foot Locker as determined under Section 162(m) of the Code. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any participant, without such participant’s consent, under the award theretofore granted under the Plan.

(h) The Plan shall be binding on Foot Locker and its successors by operation of law.

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					SEE REVERSE SIDE

           (a)      A participant’s rights and interests under the Plan may not be sold, assigned, transferred, pledged or alienated.

           (b)      In the case of a participant’s death, payment, if any, under the Plan shall be made to his or her designated beneficiary, or in the event no beneficiary is designated or surviving, to the participant’s estate.