Foot Locker (FL)

DATE:

May 20, 2009

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 March 27, 2009 can vote at this meeting.

ITEMS OF BUSINESS:

•

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

•

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2009 fiscal year.

•

Approve an amendment to our By-Laws to reduce the required number of directors.

•

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 the Notice of Internet Availability of Proxy Materials for the 2009 Annual Meeting of Foot Locker, Inc. (your “Foot Locker Notice”) or on your proxy card;

•

Visit the web site shown on your Foot Locker Notice or on your proxy card to vote via the Internet;

•

If you received a printed copy of the proxy card, you may mark, sign and return the enclosed proxy card using the postage-paid envelope provided; or

•

Follow the instructions on your proxy materials if your shares are held in the name of your bank, broker, or other holder of record.

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