Foot Locker (FL)

           AGREEMENT made as of the ___ day___ of 200_ between Foot Locker, Inc. (the “Company”), a New York corporation with its principal office located at 112 West 34^th Street, New York, New York, and (“Executive”).

W I T N E S S E T H:

           WHEREAS, the Company believes that the establishment and maintenance of a sound and vital management of the Company is essential to the protection and enhancement of the interests of the Company and its shareholders;

           WHEREAS, the Company wishes to provide for the continued employment of the Executive with the Control Group, and the Executive is willing to commit himself to continue to serve the Company, on the terms and conditions herein provided; and

           WHEREAS, this Agreement supersedes any employment agreement, severance plan, policy and/or practice of the Company in effect on the date hereof for the Executive.

           NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

           1.     Definitions. The following terms shall have the meanings set forth in this section as follows:

                     (a)       “Affiliate” shall mean the Company and any entity affiliated with the Company within the meaning of Code Section 414(b) with respect to a controlled group of corporations, Code Section 414(c) with respect to trades or businesses under common control with the Company, Code Section 414(m) with respect to affiliated service groups and any other entity required to be aggregated with the Company under Section 414(o) of the Code. No entity shall be treated as an Affiliate for any period during which it is not part of the controlled group, under common control or otherwise required to be aggregated under Code Section 414.

                     (b)       “Beneficiary” shall mean the individual designated by the Executive, on a form acceptable by the Committee, to receive benefits payable under this Agreement in the event of the Executive’s death. If no Beneficiary is designated, the Executive’s Beneficiary shall be his spouse, or if the Executive is not survived by a spouse, the Executive’s estate.

                     (c)       “Board” shall mean the Board of Directors of the Company.

                     (d)     “Cause” shall mean (with regard to the Executive’s Termination of Employment with the Control Group): (i) the refusal or willful failure by the Executive to substantially perform his duties, (ii) with regard to the Control Group or any of their assets