Foot Locker (FL)

ITEMS TO BE VOTED ON BY SHAREHOLDERS
PROPOSAL 1:
ELECTION OF DIRECTORS

Our Certificate of Incorporation provides that the Board of Directors be divided into three classes serving staggered three-year terms. The terms of the three directors constituting Class II expire at the 2008 annual meeting. Christopher A. Sinclair, who is a director in Class II, advised the Company that he would not be standing for election at this meeting, so that his tenure as a director will end at the 2008 annual meeting.

Nicholas DiPaolo and Matthew M. McKenna will be considered for election as directors in Class II, to serve for three-year terms expiring at the annual meeting in 2011. Both of the nominees have been nominated by the Board of Directors for election and have consented to serve. Mr. DiPaolo was elected to his present term at the 2005 annual meeting, and Mr. McKenna was elected to his present term at the 2006 annual meeting. The seven remaining directors will continue in office until the expiration of their terms at the 2009 or 2010 annual meeting. If, prior to the annual meeting, any nominee is not able to serve, then the persons designated as proxies for this meeting (Gary M. Bahler, Robert W. McHugh and Matthew D. Serra) will have full discretion to vote for another person to serve as a director in place of that nominee.

Under the retirement policy for directors, which is described on Page 9, Mr. Preston would be required to retire from the Board following the 2008 Annual Meeting because he will have reached age 75. Last year, the Nominating and Corporate Governance Committee asked that Mr. Preston stand for election at the 2007 Annual Meeting, and he was elected to a three-year term ending in 2010. Mr. Preston currently serves as the lead director. This year, on the recommendation of the Nominating and Corporate Governance Committee, the Board has waived the retirement policy for Mr. Preston so that he may continue to serve on the Board and as lead director. The Board will review this waiver for Mr. Preston prior to the 2009 annual meeting of shareholders. Mr. Preston did not participate in the deliberations or decisions of either the Board or the committee on this matter.

Biographical information follows for the two nominees and for each of the seven other directors of the Company whose terms will continue after the 2008 annual meeting. The ages shown are as of April 11, 2008. There are no family relationships among the directors or executive officers of the Company.