Foot Locker (FL)

(1)

The severance amount equals:

continuation would be made six months following termination, and the remaining payments would then be made on a monthly basis; plus

—$1,728,339, which reflects Mr. Serra’s annual bonus of $1,728,339 for 2008, which would be payable at the time the bonus payments for the plan year are made to other participants in the plan.

(2)

This amount is the value of 168,834 shares of restricted stock that would vest on termination. The shares were valued at $7.36.

(3)

This amount is the total benefit payable under the Supplemental Executive Retirement Plan (“SERP”). The payments would be made quarterly over a three-year period. The first two quarterly payments would be made six months following the executive’s termination date, with the remaining payments made quarterly during the remainder of the three-year period.

(4)

Benefit payable as of January 31, 2009 in a lump sum under the Foot Locker Excess Cash Balance Plan six months following the executive’s termination date. No information is provided with respect to the benefit under the Foot Locker Retirement Plan because that plan is available generally to all salaried employees and does not discriminate in terms of scope, terms, or operation in favor of the executive officers.

(5)

Mr. Serra would be entitled under the SERP to the continuation of medical and dental insurance benefits following termination. The benefits would be substantially the same as those benefits to which senior executives are entitled under Foot Locker’s medical and dental plans for active employees. Mr. Serra would be required to pay the insurance premium applicable to actively employed senior executives, including any subsequent increases in the premiums. The continuation of benefits would terminate if Mr. Serra engages in competition during the one-year period following termination or becomes a participant in a new employer’s health plan. The amount shown in the table represents the amount accrued by the Company for Mr. Serra’s post-termination medical and dental benefits.

(6)

This amount reflects the approximate cost of one year of outplacement services.

(7)

This covers (i) termination by the Executive within the 30-day period occurring three months after a Change in Control and (ii) by the Company without Cause or by Executive for Good Reason during the two-year period following a Change in Control.

(8)

This amount equals 1.5 times Executive’s annual base salary plus annual bonus at target, which is the minimum amount payable to the executive for termination following a Change-in-Control. Payment would be made as provided in Note 1 above for the $1,500,000 in remaining salary payments and the $1,728,339 annual bonus payment. For the excess amount of $1,834,161, payment would be made in a lump sum six months following the executive’s termination date.

(9)

The fair market value of a share of the Company’s stock on January 31, 2009 was less than the exercise price of each of the unvested options that would be accelerated, so the intrinsic value of the option on that date was $0.

(10)

If Mr. Serra receives payments or benefits following a Change in Control that are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we would pay him a gross-up payment to put him in the same after-tax position he would have been in had no excise tax been imposed. Based on current estimates, no excise tax would be payable by executive; therefore, there would be no tax gross-up payment. This provision has been in Mr. Serra’s employment agreement since he joined the Company in 1998.

(11)

The Compensation and Management Resources Committee may, but is not obligated to, accelerate the vesting of some or all of executive’s restricted stock. The number shown in the table assumes approval of the accelerated vesting of 168,834 shares of restricted stock, valued at $7.36.

(12)

SERP benefit payable in a lump sum following the determination of disability or the date of death.

(1)

The severance amount equals the total remaining monthly salary payments through the end of the employment contract term on January 30, 2010. Payment of the first six months of salary continuation would be made six months following termination, and the remaining payments would then be made on a monthly basis. Since the performance goals for the 2007 fiscal year were not met, no bonus would be payable.

(2)

This amount is the value of 137,667 shares of restricted stock that would vest on termination. The shares were valued at $13.94.

(3)

This amount is the total benefit payable under the Supplemental Executive Retirement Plan (“SERP”). The payments would be made quarterly over a three-year period. The first two quarterly payments would be made six months following the executive’s termination date, with the remaining payments made quarterly during the remainder of the three-year period.

(4)

Benefit payable as of February 2, 2008 in a lump sum under the Foot Locker Excess Cash Balance Plan. No information is provided with respect to the benefit under the Foot Locker Retirement Plan because that plan is available generally to all salaried employees and does not discriminate in terms of scope, terms, or operation in favor of the executive officers.

(5)

Mr. Serra would be entitled under the SERP to the continuation of medical and dental insurance benefits following termination. The benefits would be substantially the same as those benefits to which senior executives are entitled under Foot Locker’s medical and dental plans for active employees. Mr. Serra would be required to pay the insurance premium applicable to actively employed senior executives, including any subsequent increases in the premiums. The continuation of benefits would terminate if Mr. Serra engages in competition during the one-year period following termination or becomes a participant in a new employer’s health plan. The amount shown in the table represents the estimated annual cost of the Company’s portion of the premiums for an individual policy covering the executive.

(6)

This amount reflects the approximate cost of one year of outplacement services.

(7)

This covers (i) termination by the Executive within the 30-day period occurring three months after a Change in Control and (ii) by the Company without Cause or by Executive for Good Reason during the two-year period following a Change in Control.

(8)

This amount equals 1.5 times Executive’s annual base salary plus annual bonus at target, which is the minimum amount payable to him for termination following a Change-in-Control.

(9)

The fair market value of a share of the Company’s stock on February 2, 2008 was less than the exercise price of each of the unvested options that would be accelerated, so the intrinsic value of the option on that date was $0.

(10)

If Mr. Serra receives payments or benefits following a Change in Control that are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, we would pay him a gross-up payment to put him in the same after-tax position he would have been in had no excise tax been imposed. Based on current estimates, no excise tax would be payable by executive; therefore, there would be no tax gross-up payment.

(11)

The Compensation and Management Resources Committee may, but is not obligated to, accelerate the vesting of some or all of executive’s restricted stock. The number shown in the table assumes approval of the accelerated vesting of 137,667 shares of restricted stock, valued at $13.94.

(12)

SERP benefit payable in a lump sum following the determination of disability or the date of death.