Exhibit
10.8

FOOT LOCKER, INC.

LONG-TERM INCENTIVE COMPENSATION
PLAN

     Effective as of
February 1, 1981, the Board of Directors of Foot Locker Specialty, Inc. adopted
a Long-Term Incentive Compensation Plan (the "Plan") for certain executives of
Foot Locker Specialty, Inc. and its subsidiaries. Effective as of August 7,
1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan, as amended. Effective
as of August 7, 1989, Foot Locker, Inc. ("Foot Locker") adopted the Plan, as
amended. Effective as of January 28, 1996, the Plan is further amended and
restated, subject to approval of the amended and restated Plan by shareholders
at the 1996 annual meeting. Notwithstanding anything else herein, no awards
shall be granted under the Plan on or after January 28, 1996, unless the Plan as
amended and restated effective as of January 28, 1996, is approved by the
requisite vote of shareholders of Foot Locker as determined under "Section
162(m) of the Code" (as defined below).

     The objectives of the Plan
are:

          (a) to reinforce corporate organizational
and business-development goals.

          (b) to promote the achievement of
year-to-year and long-range financial and other business objectives such as high
quality of service and product, improved productivity and efficiencies for the
benefit of our customers' satisfaction and to assure a reasonable return to Foot
Locker's shareholders.

          (c) to reward the performance of
individual executives in fulfilling their personal responsibilities for
long-range achievements.

          (d) to serve as a qualified
performance-based compensation program under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") or any successor section and the
Treasury regulations promulgated thereunder ("Section 162(m) of the
Code").

          (e) to award shares of Common Stock (as
defined below) after attainment of preestablished performance goals and
completion of the Performance Period (as defined below), which shall be
considered "Other Stock-Based Awards" under the Foot Locker 1995 Stock Option
and Award Plan (the "Stock Option Plan").

     1. Definitions. The following terms, as
used herein, shall have the following meanings:

          (a) "Annual Base Salary" with respect to
any Plan Year shall mean the total amount paid by Foot Locker and its
subsidiaries to a participant during such Plan Year without reduction for any
amounts withheld pursuant to participation in a qualified "cafeteria plan" under
Section 125 of the Code or in a cash or deferred arrangement under Section
401(k) of the Code. Annual Base Salary shall not include any amount paid or
accruing to a participant under the Foot Locker Annual Incentive Compensation
Plan or any other incentive compensation or bonus payment or extraordinary
remuneration, expense allowances, imputed income or any other amounts deemed to
be indirect compensation, severance pay and any contributions made by Foot
Locker to this or any other plan maintained by Foot Locker or any other amounts
which, in the opinion of the Committee, are not considered to be Annual Base
Salary for purposes of the Plan.

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         (b)
"Board"
shall mean the Board of Directors of Foot Locker. 

         (c) "Change in
Control" shall mean the occurrence of any of
the following:

               (A) the merger or consolidation of the Company with, or the
sale or disposition of all or at least sixty-six percent (66%) of the total
gross fair market value of the assets of the Company immediately prior to the
acquisition by a non-related third party (determined without regard to any
liabilities associated with such assets) to, any person or entity or group of
associated persons or entities (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a
“Person”) other than (a) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or parent entity) fifty percent (50%) or
more of the combined voting power of the voting securities of the Company or
such surviving or parent entity outstanding immediately after such merger or
consolidation; or (b) a merger or capitalization effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the beneficial owner, directly or indirectly (as determined under
Rule 13d-3 promulgated under the Exchange Act), of securities representing more
than the amounts set forth in (B) below;

               (B) the acquisition of direct or indirect beneficial ownership
(as determined under Rule 13d-3 promulgated under the Exchange Act), in the
aggregate, of securities of the Company representing thirty-five percent (35%)
or more of the total combined voting power of the Company’s then issued and
outstanding voting securities by any Person (other than the Company or any of
its subsidiaries, any trustee or other fiduciary holding securities under any
employee benefit plan of the Company, or any company owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of Common Stock of the Company) acting in
concert; or 

               (C) during any period of not more than twelve (12) months,
individuals who at the beginning of such period constitute the Board, and any
new director whose election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds
(2/3) of the
directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof.

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          (d) "Committee" shall mean two
or more members of the Compensation Committee of
the Board, each of whom is an "outside director" within the meaning of Section
162(m) of the Code.

          (e) "Common Stock" shall mean common stock
of Foot Locker, par value $0.01 per share.

          (f) "Consolidated Net Income" shall mean
the net income of Foot Locker and its subsidiaries for each fiscal year
determined in accordance with generally accepted accounting principles and
reported upon by Foot Locker's independent accountants but before provision for
accrued expenses net of the related income tax reduction for payments to be made
pursuant to this Plan.

          (g) "Fair Market Value" of a share of
Common Stock shall mean the average of the closing prices of a share of such
Common Stock as reported on the Composite Tape for the New York Stock Exchange
during the sixty (60) day period immediately preceding the payment date relating
to the applicable Performance Period.

          (h) "Individual Target Award" shall mean
the targeted performance award for a Plan Year specified by the Committee as
provided in Section 5 herein.

          (i) "Performance Period" shall mean the
period of three consecutive Plan Years or such other period as determined by the
Committee, beginning with the Plan Year in which the award is made.

          (j) "Plan Year" shall mean Foot Locker's
fiscal year during which the Plan is in effect.

     2. Administration of the Plan. The Plan
shall be administered by the Committee. No member of the Committee while serving
as such shall be eligible for participation in the Plan. The Committee shall
have exclusive and final authority in all determinations and decisions affecting
the Plan and its participants. The Committee shall also have the sole authority
to interpret the Plan, to establish and revise rules and regulations relating to
the Plan, to delegate such responsibilities or duties as it deems desirable, and
to make any other determination that it believes necessary or advisable for the
administration of the Plan including, but not limited to: (i) approving the
designation of eligible participants; (ii) setting the performance criteria
within the Plan guidelines; and (iii) certifying attainment of performance goals
and other material terms. The Committee shall have the authority, in its sole
discretion, subject to and not inconsistent with the express provisions of the
Plan, to incorporate provisions in the performance goals allowing for
adjustments in recognition of unusual or non-recurring events affecting Foot
Locker or the financial statements of Foot Locker, or in response to changes in
applicable laws, regulations, or accounting principles, solely to the extent
permitted by Section 162(m) of the Code (if applicable). To the extent any
provision of the Plan, other than Section 7 herein, creates impermissible
discretion under Section 162(m) of the Code or would otherwise violate Section
162(m) of the Code, such provision shall have no force or effect.

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     3. Participation. Participation in the
Plan is limited to officers or other key employees of Foot Locker or any
subsidiary thereof, as selected by the Committee in its sole discretion. The
Committee may from time to time designate additional participants who satisfy
the criteria for participation as set forth herein, and shall determine when an
officer or key employee of Foot Locker ceases to be a participant in the Plan.


     4. Right to Payment. Unless otherwise
determined by the Committee in its sole discretion, a participant shall have no
right to receive payment under this Plan unless the participant remains in the
employ of Foot Locker at all times during the applicable Performance Period;
provided, however, that notwithstanding any other provision of the Plan, the
Committee may make a pro-rata payment following the end of the Performance
Period to any participant in circumstances the Committee deems appropriate
including, but not limited to a participant's death, disability, retirement, or
other termination of employment during the Performance Period, provided the
performance goals for the Performance Period are met. Furthermore, upon a Change
in Control the Committee may, in its sole discretion, but only to the extent
permitted under Section 162(m) of the Code (if applicable), make a payment to
any participant who is a participant at the time of such Change in Control, on
the date of the Change in Control, or as soon as practicable thereafter, and
prior to the end of the Performance Period (to the extent determinable), which
is equal to or less than the pro-rata portion (through the date of the Change in
Control) of the Individual Target Award based on (a) the actual performance
results achieved relative to the Performance Period's performance goals with
respect to the period from the commencement of the Performance Period to the
date of the Change in Control, and (b) the performance results that would have
been achieved had the Performance Period's Target been met for the balance of
such Performance Period. Any pro-ration required hereunder shall be based on a
fraction, the numerator of which is the number of months completed before the
termination of employment or Change in Control, as the case may be, and the
denominator of which is 36. 

     5. Payment. 

          (a) Payment to a participant under this
Plan for each Performance Period shall be made in the number of shares of Common
Stock determined by the Committee by dividing the achieved percentage of such
participant's Annual Base Salary (as determined by the Committee for each
Performance Period) by the Fair Market Value of the Common Stock on the date of
payment as determined in accordance with Section 4 or 6 herein; provided, that
the Committee, in its sole discretion may pay the amount equal to the achieved
percentage of such participant's Annual Base Salary, as determined by the
Committee for the applicable Plan Year, in cash. Such achieved percentage shall
be based on the participant's achievement of his or her Individual Target Award.
Except to the extent provided for in Section 4 hereof, payment shall be made
only if and to the extent the relevant performance goals with respect to the
Performance Period are attained. Awards of Common Stock made pursuant to this
Plan are Other Stock-Based Awards (as defined in the Stock Option Plan) and are
issued under and subject to, the applicable provisions of the Stock Option Plan
including, without limitation, Section 8 (Other Stock-Based Awards) and Section
5 (Stock Subject to the Plan; Limitation on Grants). In the event that any
payment results in other than a whole number of shares of Common Stock, the
value of the fractional share of Common Stock shall be paid in cash.

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          (b) At the beginning of each
Performance Period (or within the time period prescribed by Section 162(m) of
the Code), the Committee shall establish all performance goals and the
Individual Target Awards for such Performance Period and Foot Locker shall
inform each participant of the Committee's determination with respect to such
participant for such Performance Period. Individual Target Awards shall be
expressed as a percentage of such participant's Annual Base Salary. At the time
the performance goals are established, the Committee shall prescribe a formula
to determine the percentage of the Individual Target Award which may be payable
based upon the degree of attainment of the performance goals during the
Performance Period.

          (c) Notwithstanding anything
to the contrary contained in this Plan, (1) the performance goals in respect of
awards granted to participants hereunder, shall be based on one or more of the
following criteria(i) the attainment of certain target levels of, or percentage
increase in, Consolidated Net Income; (ii) the attainment of certain target
levels of, or a specified increase in, return on invested capital; and (2) in no
event shall payment in respect of an award granted for a Performance Period be
made to a participant as of the end of such Performance Period in a dollar value
which exceeds the lesser of (i) 300% of such participant's Annual Base Salary or
(ii) $5,000,000. 

     6. Time
of Payment. Subject to Section 4 herein, all
payments earned by participants under this Plan shall be based on the
achievement of performance goals established by the Committee and will be paid
in Common Stock in accordance with Section 5 herein after performance goal
achievements for the Performance Period have been finalized, reviewed, approved
and certified by the Committee, but in no event later than two and one-half
months following the end of the fiscal year for the last year of the applicable
Performance Period. Foot Locker's independent accountants shall examine as of
the close of the Performance Period and communicate the results of such
examination to the Committee as to the appropriateness of the proposed payments
under the Plan. 

     7. Interim Participation. Notwithstanding
anything else herein, the Committee may, in its sole discretion, grant an award
hereunder to a participant who commences employment with Foot Locker during a
Plan Year. Such award is not required to satisfy the exception for
performance-based compensation set forth in Section 162(m) of the Code.


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     8. Miscellaneous Provisions.

          (a) A participant's rights and interests
under the Plan may not be sold, assigned, transferred, pledged or alienated.


          (b) In the case of a participant's death,
payment, if any, under the Plan shall be made to his or her designated
beneficiary, or in the event no beneficiary is designated or surviving, to the
participant's estate. 

          (c) Neither this Plan nor any action
taken hereunder shall be construed as giving any employee any right to be
retained in the employ of Foot Locker. 

          (d) Foot Locker shall have the right to
make such provisions as it deems necessary or appropriate to satisfy any
obligations it may have to withhold federal, state or local income or other
taxes incurred by reason of payments made pursuant to this Plan. 

          (e) Except with regard to an award made
pursuant to Section 7 herein, the Plan is designed and intended to comply with
Section 162(m) of the Code and all provisions hereof shall be limited, construed
and interpreted in a manner to so comply. 

          (f) While Foot Locker does not guarantee
any particular tax treatment, the Plan is designed and intended to comply with
the short-term deferral rules under Section 409A of the Code and the applicable
regulations thereunder and shall be limited, construed and interpreted with such
intent. All amounts payable under the Plan shall be payable within the
short-term deferral period in accordance with Section 409A and regulations
issued thereunder.

          (g) The Board or the Committee may at any
time and from time to time alter, amend, suspend or terminate the Plan in whole
or in part; provided, that, no amendment which requires shareholder approval in
order for the Plan to continue to comply with the exception for performance
based compensation under Section 162(m) of the Code shall be effective unless
the same shall be approved by the requisite vote of the shareholders of Foot
Locker as determined under Section 162(m) of the Code. Notwithstanding the foregoing, no amendment shall affect adversely any of
the rights of any participant, without such participant's consent, under the
award theretofore granted under the Plan. 

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