Exhibit 10.22

FOOT LOCKER EXCESS CASH BALANCE PLAN


(Effective January 1, 1996)

1. Purpose. 

     The purpose
of this Plan is to provide supplemental retirement benefits for a select group
of management and key employees of the Employer. The benefits are intended to
supplement the benefits payable under the Qualified Plan, a plan qualified under
Section 401(a) of the Code, maintained by the Employer. 

2. Definitions. 

     Unless the
context requires otherwise, the following words as used in the Plan shall have
the meanings ascribed to each below: 

	      	(a)	      	"Affiliate"
      shall mean the Company and any entity affiliated with the Company
      within the meaning of Code Section 414(b) with respect to controlled group
      of corporations, Code Section 414(c) with respect to trades or businesses
      under common control with the Company, Code Section 414(m) with respect to
      affiliated service groups, and any other entity required to be aggregated
      with the Company under Section 414(o) of the Code. No entity shall be
      treated as an Affiliate for any period during which it is not part of the
      controlled group, under common control or otherwise required to be
      aggregated under Code Section 414.
		 
		(b)		"Beneficiary"
      shall mean the Participant's beneficiary under the Qualified Plan.
      
		 
		(c)		"Board" shall
      mean the Board of Directors of the Company. 
		 
		(d)		"Code" shall
      mean the Internal Revenue Code of 1986, as amended and as hereafter
      amended from time to time. 
		 
		(e)		"Committee"
      shall mean the Retirement Administration Committee of the Company, or
      such other committee as designated by the Board. 
		 
		(f)		"Company" shall
      mean Foot Locker, Inc., a New York corporation, and any successor by
      merger, consolidation or transfer of assets. 
		 
		(g)		"Control Group"
      shall mean the Company and its Affiliates.


 

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	      	(h)	      	"Employee"
      shall mean any officer, member of senior management or other key
      employee employed by an Employer. 
		 
		(i)		"Employer"
      shall mean the Company and any Participating Employer. 
		 
		(j)		"ERISA" shall
      mean the Employee Retirement Income Security Act of 1974, as amended.
      
		 
		(k)		"Excess Cash
      Balance Benefit" shall mean a lump sum benefit, calculated under
      Section 3 below and payable under this Plan. 
		 
		(l)		"Participant"
      shall mean any Employee who is a participant in the Qualified Plan and
      whose benefit under the Qualified Plan is limited, directly or indirectly,
      by Code Sections 401(a)(17) and/or 415. In no event shall an Employee who
      is not entitled to benefit under the Qualified Plan be eligible for, or
      receive, an Excess Cash Balance Benefit under the Plan. 
		 
		(m)		"Participating
      Employer" shall mean any Affiliate which has adopted the Plan by
      action of its board of directors and is approved by the Board.
  
		 
		(n)		"Plan" shall
      mean the Foot Locker Excess Cash Balance Plan, as amended from time to
      time. 
		 
		(o)		"Qualified Plan"
      shall mean the Foot Locker Retirement Plan, as amended and restated
      effective January 1, 1996, and as further amended from time to time.
      
		 
		(p)		"Section 409A”
      shall mean Section 409A of the Code including the regulations issued
      thereunder by the Department of the Treasury. 
		 
		(q)		“Specified
      Employee” shall have the meaning set forth in Section 409A as
      determined on the date of Termination of Employment in accordance with
      procedures established by the Company and consistent with Section 409A.
      
		 
		(r)		"Termination of
      Employment" shall mean separation from service with the Control Group
      in accordance with Section 409A for any reason, including, but not limited
      to retirement, death, disability, resignation or dismissal with or without
      cause; provided, however, that if a Participating Employer is no longer a
      member of the Control Group and the Participant is transferred in
      connection with the sale of the assets of a Participating Employer and the
      successor assumes the obligations hereunder in accordance with Section 14
      hereof, a Termination of Employment shall not occur until termination of
      employment with the new control group.



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3. Excess Cash Balance Benefit. 

     The Excess
Cash Balance Benefit shall be equal to (i) the Participant's Account Balance (as
determined under the Qualified Plan), if the limitations of Code Sections
401(a)(17) and/or 415 did not apply, less (ii) the Participant's actual Account
Balance (as determined under the Qualified Plan), taking into account the
limitations of Code Sections 401(a)(17) and/or 415. The Excess Cash Balance
Benefit shall be calculated based on all compensation and service recognized
under the Qualified Plan, whether or not with an Employer, and subject to any
effects as provided in the Qualified Plan. 

4. Vesting. 

     Subject to
the Company's right to terminate the Plan under Section 16 hereof, a Participant
who accrues an Excess Cash Balance Benefit hereunder shall have a nonforfeitable
interest in such benefits to the extent that his or her benefits are vested
under the Qualified Plan. 

5. Payment. 

     The vested
portion of a Participant's Excess Cash Balance Benefit shall be paid to the
Participant in a lump sum on the first day of the month occurring thirty (30)
days following Termination of Employment. Notwithstanding the foregoing, amounts
payable pursuant to this Section 5 to a Participant who is a Specified Employee
during the first six (6) months following such Participant’s Termination of
Employment shall be delayed during the six (6) month period following such
Participant’s Termination of Employment and shall be paid to the Participant on
the first day of the month following the end of such six (6) month
period.

6. Death of Participant.


     In the event
of the death of a Participant who has accrued an Excess Cash Balance Benefit
hereunder prior to the payment date of such benefit, the Participant's Excess
Cash Balance Benefit should be paid to the Participant's Beneficiary in a lump
sum on the first day of the month occurring thirty (30) day following the
Participant’s death.

7. Claims Procedure.


     Any claim by
a Participant or Beneficiary ("Claimant") with respect to eligibility,
participation, contributions, benefits or other aspects of the operation of the
Plan shall be made in writing to the Secretary of the Company or such other
person designated by the Committee from time to time for such purpose. If the
designated person receiving a claim believes, following consultation with the
Chairman of the Committee, that the claim should be denied, he or she shall
notify the Claimant in writing of the denial of the claim within ninety (90)
days after his or her receipt thereof (this period may be extended an additional
ninety (90) days in special circumstances and, in such event, the Claimant shall
be notified in writing of the extension). Such notice shall (a) set forth the
specific reason or reasons for the denial making reference to the pertinent
provisions of the Plan or of Plan documents on
which the denial is based, (b) describe any additional material or information
necessary to perfect the claim, and explain why such material or information, if
any, is necessary, and (c) inform the Claimant of his or her right pursuant to
this Section 7 to request review of the decision. 

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     A Claimant may appeal the denial of
a claim by submitting a written request for review to the Committee, within
sixty (60) days after the date on which such denial is received. Such period may
be extended by the Committee for good cause shown. The claim will then be
reviewed by the Committee. A Claimant or his or her duly authorized
representative may discuss any issues relevant to the claim, may review
pertinent documents and may submit issues and comments in writing. If the
Committee deems it appropriate, it may hold a hearing as to a claim. If a
hearing is held, the Claimant shall be entitled to be represented by counsel.
The Committee shall decide whether or not to grant the claim within sixty (60)
days after receipt of the request for review, but this period may be extended by
the Committee for up to an additional sixty (60) days in special circumstances.
Written notice of any such special circumstances shall be sent to the Claimant.
Any claim not decided upon in the required time period shall be deemed denied.
All interpretations, determinations and decisions of the Committee with respect
to any claim shall be made in its sole discretion based on the Plan and other
relevant documents and shall be final, conclusive and binding on all persons.


8. Construction of Plan.


     Nothing
contained in this Plan and no action taken pursuant to the provisions of this
Plan shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Employer and the Participants, their Beneficiaries or
any other person. Any funds which may be invested under the provisions of this
Plan shall continue for all purposes to be part of the general funds of the
Employer and no person other than the Employer shall by virtue of the provisions
of this Plan have any interest in such funds. To the extent that any person
acquires a right to receive payments from the Employer under this Plan, such
right shall be no greater than the right of any unsecured general creditor of
the Employer. If the Company decides to establish any advance accrued reserve on
its books against the future expense of benefits payable hereunder, or if the
Company is required to fund a trust under this Plan, such reserve or trust shall
not under any circumstances be deemed to be an asset of the Plan. In no event
shall any Participant or Beneficiary be entitled to receive any payment for any
amount due under the Plan from any trust maintained for the Qualified Plan.


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9. Minors and Incompetents.


     In the event
that the Committee finds that a Participant is unable to care for his or her
affairs because of illness or accident, then benefits payable hereunder, unless
claim has been made therefor by a duly appointed guardian, committee, or other
legal representative, may be paid in such manner as the Committee shall
determine, and the payment of any benefits hereunder and the application thereof
shall be a complete discharge of all liability for any payments or benefits to
which such Participant was or would have been otherwise entitled under this
Plan. Any payments to a minor from this Plan may be paid by the Committee in its
sole and absolute discretion (a) directly to such minor; (b) to the legal or
natural guardian of such minor; or (c) to any other person, whether or not
appointed guardian of the minor, who shall have the care and custody of such
minor. The receipt by such individual shall be a complete discharge of all
liability under the Plan therefor. 

10. Administration. 

     The Plan
shall be administered by the Committee. The Committee (or its delegate) shall
have the exclusive right, power, and authority, in its sole and absolute
discretion, to administer, apply and interpret the Plan and any other Plan
documents and to decide all matters arising in connection with the operation or
administration of the Plan. Without limiting the generality of the foregoing,
the Committee shall have the sole and absolute discretionary authority: (a) to
take all actions and make all decisions with respect to the eligibility for, and
the amount of, benefits payable under the Plan; (b) to formulate, interpret and
apply rules, regulations and policies necessary to administer the Plan in
accordance with its terms; (c) to decide questions, including legal or factual
questions, relating to the calculation and payment of benefits under the Plan;
(d) to resolve and/or clarify any ambiguities, inconsistencies and omissions
arising under the Plan or other Plan documents; (e) to decide for purposes of
paying benefits hereunder, whether, based on the terms of the Plan, a
termination of employment has occurred; and (f) except as specifically provided
to the contrary in Section 7, to process and approve or deny benefit claims and
rule on any benefit exclusions. All determinations made by the Committee (or any
delegate) with respect to any matter arising under the Plan and any other Plan
documents shall be final, binding and conclusive on all parties. 

     Decisions of
the Committee shall be made by a majority of its members attending a meeting at
which a quorum is present (which meeting may be held telephonically), or by
written action in accordance with applicable law. All decisions of the Committee
on any question concerning the interpretation and administration of the Plan
shall be final, conclusive and binding upon all parties. 

     No member of
the Committee and no officer, director or employee of the Company or any other
Affiliate shall be liable for any action or inaction with respect to his or her
functions under the Plan unless such action or inaction is adjudged to be due to
gross negligence, willful misconduct or fraud. Further, no such person shall be
personally liable merely by virtue of any instrument executed by him or her or
on his or her behalf in connection with the Plan.


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     Each
Employer shall indemnify, to the full extent permitted by law and its
Certificate of Incorporation and By-laws (but only to the extent not covered by
insurance) its officers and directors (and any employee involved in carrying out
the functions of such Employer under the Plan) and each member of the Committee
against any expenses, including amounts paid in settlement of a liability, which
are reasonably incurred in connection with any legal action to which such person
is a party by reason of his or her duties or responsibilities with respect to
the Plan (other than as a Participant), except with regard to matters as to
which he or she shall be adjudged in such action to be liable for gross
negligence, willful misconduct or fraud in the performance of his or her duties.


11. Limitation of Rights.


     Nothing
contained herein shall be construed as conferring upon an Employee the right to
continue in the employ of the Employer as a Participant or in any other capacity
or to interfere with the Employer's right to discharge him or her at any time
for any reason whatsoever. 

12. Payment Not Salary.


     Any Excess
Cash Balance Benefit payable under this Plan shall not be deemed salary or other
compensation to the Employee for the purposes of computing benefits to which he
or she may be entitled under any pension plan or other arrangement of the
Employer for the benefit of its employees. 

13. Withholding. 

     The Employer
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 or accrual pursuant
to this Plan. In lieu thereof, the Employer shall have the right to withhold the
amount of such taxes from any other sums due or to become due from the Employer
to the Participant upon such terms and conditions as the Committee may
prescribe. 

14. Assignment. 

     This Plan
shall be binding upon and inure to the benefit of the Employer, its successors
and assigns and the Participants and their heirs, executors, administrators and
legal representatives. In addition to any obligations imposed by law upon any
successor of the Employer, the Employer shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Employer to expressly
assume and agree in writing to assume the obligations under this Plan to the
same extent that the Employer would be responsible if no such succession had
taken place. In the event that the Employer sells all or substantially all of
the assets of its business and the acquiror of such assets assumes the
obligations hereunder, the Employer shall be
released from any liability imposed herein and shall have no obligation to
provide any benefits payable hereunder. 

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15. Non-Alienation of
Benefits. 

     The benefits
payable under this Plan shall not be subject to alienation, transfer,
assignment, garnishment, execution or levy of any kind, and any attempt to cause
any benefits to be so subjected shall not be recognized. 

16. Amendment or Termination of Plan. 

     The Board
may amend this Plan from time to time in any respect, and may at any time
terminate the Plan in its entirety. Any such action by the Board with respect to
the Plan shall be binding on the Employer and Employee. Except as otherwise
specifically provided herein, in no event shall any termination, amendment or
change of the Plan reduce the Participant's Excess Cash Balance Benefit
hereunder accrued through the date of such termination, amendment or change,
based on service and compensation through such date of termination, amendment or
change, but with the Qualified Plan offset being based on service through the
date of such termination, amendment or change and compensation through
Termination of Employment or if earlier, the date of payment of the Excess Cash
Balance Benefit hereunder. 

17. Non-Exclusivity.


     The adoption
of the Plan by the Employer shall not be construed as creating any limitations
on the power of the Employer to adopt such other supplemental retirement income
arrangements as it deems desirable, and such arrangements may be either
generally applicable or limited in application. 

18. Severability. 

     Should any
provisions of the Plan be deemed or held to be unlawful or invalid for any
reason, such fact shall not adversely affect the other provisions of the Plan
unless such determination shall render impossible or impracticable the
functioning of the Plan, and in such case, an appropriate provision or
provisions shall be adopted so that the Plan may continue to function properly.


19. Headings and Captions.


     The headings
and captions herein are provided for reference and convenience only. They shall
not be considered part of the Plan and shall not be employed in the construction
of the Plan. 

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20. Governing Law. 

     This Plan shall be construed,
interpreted and governed by ERISA. To the extent not governed by ERISA,
this Plan shall be governed by the laws of the State of New York, (without
regard to conflict of law provisions). 

21. Section 409A. 

     This Plan is designed and intended
to comply with Section 409A of the Code, and all provisions hereof shall be
limited, construed and interpreted in a manner so to comply. 

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