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                                                                     EXHIBIT 4.5

                       AMENDMENT NO. 3 TO RIGHTS AGREEMENT

         This AMENDMENT NO. 3, dated as of March 18, 2002, is between FOOT
LOCKER, INC., a New York corporation (the "Company"), having its principal
office at 112 West 34th Street, New York, New York 10120, and THE BANK OF NEW
YORK, as successor Rights Agent ("BNY"), having its principal office at One Wall
Street, New York, New York 10286.

         WHEREAS, on January 16, 2002 the Board of Directors of the Company
authorized the appointment of BNY as successor transfer agent and registrar to
EquiServe Trust Company, N.A. ("EquiServe"), effective March 18, 2002;

         WHEREAS, on January 16, 2002 the Board of Directors of the Company
authorized the assignment to BNY of the Rights Agreement, in effect between the
Company and EquiServe dated as of March 11, 1998 and amended as of May 28, 1999
(the "Rights Agreement"), such assignment to be effective as of March 18, 2002;

         WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
desires to amend the Rights Agreement to formally reflect the change in the
Rights Agent from EquiServe to BNY, as set forth below.

         NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

         1. The parties clause at the beginning of the Rights Agreement is
amended by deleting the reference to "EquiServe Trust Company N.A., a national
banking association with a principal office in Jersey City, New Jersey (the
'Rights Agent')" and substituting in lieu thereof "The Bank of New York, as
Successor Rights Agent (the 'Bank')."

         2. Section 3(c) of the Rights Agreement is amended by deleting the
first sentence of the legend and substituting in lieu thereof the following:

                  This certificate also evidences and entitles the holder hereof
                  to certain Rights as set forth in the Rights Agreement between
                  the Company and The Bank of New York, as successor Rights
                  Agent to EquiServe Trust Company of New York, dated as of
                  March 11, 1998, as amended (the "Rights Agreement"), the terms
                  of which are hereby incorporated herein by reference and a
                  copy of which is on file at the principal offices of the
                  Company.

         4. This Amendment No. 3 shall be deemed effective as of March 18, 2002
as if executed by both parties hereto on such date. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.

         5. This Amendment No. 3 shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts to
be made and performed entirely within such state. This Amendment No. 3 may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. If any term, provision, covenant or
restriction of this Amendment No. 3 is held by a court of competent jurisdiction
or other authority to be invalid, illegal, or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment No. 3 shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be
duly executed as of the date and year first above written.

                                                FOOT LOCKER, INC.

                                                By:/s/ Gary M. Bahler
                                                   -----------------------------
                                                   Gary M. Bahler
                                                   Senior Vice President,
                                                   General Counsel and Secretary

                                                THE BANK OF NEW YORK, as
                                                successor Rights Agent

                                                By:/s/ Alexander Pabon
                                                   -----------------------------
                                                   Alexander Pabon
                                                   Assistant Vice President