Foot Locker (FL)

Annual Retainer

$100,000

The annual retainer is payable 50 percent in cash and 50 percent in shares of our Common Stock. Directors may elect to receive up to 100 percent of their annual retainer, including committee chair retainer, in stock.

We calculate the number of shares paid to the directors for their annual retainer by dividing their retainer fee by the closing price of a share of our stock on the last business day preceding the July 1 payment date.

Committee Chair Retainers

$20,000: Audit Committee

$10,000: Compensation and Management Resources Committee

$10,000: Finance and Strategic Planning Committee

$10,000: Nominating and Corporate Governance Committee

$10,000: Retirement Plan Committee

N/A:       Executive Committee

The committee chair retainers are paid in the same form as the annual retainer.

Lead Director

$50,000 payable in the same form as the annual retainer.

Meeting Fees

$1,500 for attendance at each Board and committee meeting.

Restricted Stock Units

In fiscal 2008, the directors received a grant of 3,704 restricted stock units (“RSUs”). 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 vested in February 2009, which was one year following the date of grant. Each RSU represented the right to receive one share of the Company’s common stock on the vesting date.

In fiscal 2009, the directors received a grant of 6,869 RSUs, calculated in the same manner as the 2008 grant. The RSUs granted in 2009 will vest one year following the date of grant in February 2010.