Foot Locker (FL)

Stock Option Grant

In 2007, the directors received a stock option award on the first business day of the fiscal year. The number of options granted was calculated by dividing $50,000 by the average of the high and low prices of a share of the Company’s Common Stock on the date of grant. The per-share exercise price of each stock option granted was equal to the fair market value of a share of Common Stock on the date of grant. The options fully vest one year following the date of grant. Vested options may be exercised for ten years from the date of grant; however, no option may be exercised more than one year following the termination of a person’s service as a director.

In fiscal 2008, the directors received a grant of 3,704 restricted stock units (“RSUs”) instead of a stock option grant. The number of RSUs granted was calculated by dividing $50,000 by the closing price of a share of our stock on the date of grant. The RSUs will vest in February 2009. Each RSU represents the right to receive one share of the Company’s common stock on the vesting date.

Stock Option Grant

If the Option, or other incentive stock options granted to you under the Plan or any other stock option plan of the Company or its parent (if any) or subsidiary corporations, first become exercisable during any calendar year and those options represent shares of Common Stock having an aggregate Fair Market Value (determined as of the Date of Grant of each option) in excess of US $100,000, then those options (or portions thereof) representing the amount of the aggregate Fair Market Value exceeding US $100,000 shall automatically be converted (in reverse order of their Date of Grant) into Nonstatutory Options (as defined in the Plan).

The Option is subject to the terms of the Plan, the Prospectus covering the Plan dated , any subsequently issued Prospectus or Appendix covering the Plan, and the terms and conditions set forth above. All of these documents are incorporated herein by this reference and made a part of the Option.

Stock Option Grant

Effective               (the “Date of Grant”), pursuant to action taken by the Compensation and Management Resources Committee [or the Stock Option Plan Sub-Committee] of the Board of Directors of Foot Locker, Inc. (the “Company”), a New York corporation, the Company hereby grants to you a Nonstatutory Option (the “Option”) under the Foot Locker              Stock Option and Award Plan (the “Plan”), to purchase, in accordance with the terms of the Plan, up to, but not more than, that number of full shares of common stock of the Company (“Common Stock”) set forth below at the purchase price per share of US $(the “Exercise Price”), which is 100 percent of the Fair Market Value (as defined in the Plan) of a share of Common Stock on             .

The Option has been granted to you for a period expiring on              unless, prior to that time, the Option is exercised in full, is cancelled, or expires due to your death, retirement or other termination of employment, as provided in the Plan. Except as otherwise provided in the Plan, the Option will become exercisable in annual installments over a three-year vesting period according to the vesting schedule set forth below.

The Option is subject to the terms of the Plan, the Prospectus covering the Plan dated ________, any subsequently issued Prospectus or Appendix covering the Plan, and the terms and conditions set forth above. All of these documents are incorporated herein by this reference and made a part of the Option.