Foot Locker (FL)

DATE:

May 30, 2007

TIME:

9:00 A.M., local time

PLACE:

Foot Locker, Inc., 112 West 34th Street, New York, New York 10120

RECORD DATE:

Shareholders of record on April 5, 2007 can vote at this meeting.

ANNUAL REPORT:

Our 2006 annual report on Form 10-K, which is not part of the proxy soliciting material, is enclosed.

ITEMS OF BUSINESS:

•

Elect three members to the Board of Directors to serve for three-year terms and elect one member to the Board of Directors to serve for a one-year term.

•

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2007 fiscal year.

•

Approve the Foot Locker 2007 Stock Incentive Plan.

•

Transact such other business as may properly come before the meeting and at any adjournment or postponement.

PROXY VOTING:

YOUR VOTE IS IMPORTANT TO US. Please vote as soon as possible in one of these ways:

•

Use the toll-free telephone number shown on your proxy card;

•

Visit the web site listed on your proxy card to vote via the Internet;

•

Complete and promptly return your proxy card in the enclosed postage-paid envelope; or

•

Follow the instructions on your proxy materials if your shares are held in street name.

Even if you plan to attend the annual meeting, we encourage you to vote in advance using one of these methods.

GARY M. BAHLER
Secretary