SECURITY AGREEMENT

Exhibit 10.3

TABLE OF CONTENTS

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SECURITY AGREEMENT

                    SECURITY AGREEMENT dated as of March 20, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, this “ Agreement ”) made by (i) FOOT LOCKER, INC., a New York corporation (the “ Borrower ”), (ii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “ Original Guarantors ”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “ Additional Guarantors ,” and together with the Original Guarantors, the “ Guarantors ”) (the Borrower, together with the Guarantors, and together with any successors, the “ Pledgors ,” and each, a “ Pledgor ”), in favor of BANK OF AMERICA, N.A., having an office at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, in its capacity as collateral agent for the Credit Parties (as defined in the Credit Agreement defined below) pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “ Collateral Agent ”).

RECITALS :

                    A. The Pledgors, the Collateral Agent, Bank of America, N.A., as Administrative Agent, the Lenders party thereto, and Bank of America, N.A., as L/C Issuer and as Swing Line Lender, among others, have, in connection with the execution and delivery of this Agreement, entered into that certain Credit Agreement dated as of the date hereof (as amended, restated, amended and restated supplemented or otherwise modified and in effect from time to time, the “ Credit Agreement ”).

                    B. Each Original Guarantor has, pursuant to that certain Guaranty dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), among other things, unconditionally guaranteed the obligations of the Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) (the “ Guaranteed Obligations ”).

                    C. The Borrower and each Original Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement, the Guaranty and the other Loan Documents and each is, therefore, willing to enter into this Agreement.

                    D. Each Pledgor is or, as to Pledged Collateral (as hereinafter defined) acquired by such Pledgor after the date hereof, will be the legal and/or beneficial owner of the Pledged Collateral pledged by it hereunder.

                    F. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Credit Parties to secure the payment and performance of all of the Secured Obligations (as hereinafter defined).

                    G. It is a condition to the obligations of the Lenders to make the Loans under the Credit Agreement and a condition to the L/C Issuer issuing Letters of Credit (as such term is

defined in the Credit Agreement) under the Credit Agreement that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

AGREEMENT:

                    NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

                    SECTION 1.1. Definitions .

                    (a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC.

                    (b) Capitalized terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement.

                    (c) The following terms shall have the following meanings:

                    “ Additional Guarantors ” shall have the meaning assigned to such term in the Preamble hereof.

                    “ Additional Pledged Interests ” shall mean, collectively, with respect to each Pledgor, (i) all Equity Interests of whatever class of any issuer of Initial Pledged Interests or any interest in any such issuer, together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under the Organization Documents of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any securities intermediary pertaining to such Equity Interests from time to time acquired by such Pledgor in any manner and (ii) all Equity Interests, as applicable, of each Unrestricted Subsidiary (to the extent such Unrestricted Subsidiary is not a corporation) hereafter acquired or formed by such Pledgor and all Equity Interests of whatever class of such Unrestricted Subsidiary, together with all rights, privileges, authority and powers of such Pledgor relating to such interests or under the Organization Documents of any such Unrestricted Subsidiary, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any securities intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner. Notwithstanding anything

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to the contrary contained herein, the term “Additional Pledged Interests” shall not include any Excluded Property.

                    “ Additional Pledged Shares ” shall mean, collectively, with respect to each Pledgor, (i) all options, warrants, rights, agreements, additional shares of capital stock of whatever class of any issuer of the Initial Pledged Shares or any other Equity Interest in any such issuer, together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests issued by any such issuer under the Organization Documents of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any securities intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner and (ii) all the issued and outstanding shares of capital stock of each Unrestricted Subsidiary (to the extent such Unrestricted Subsidiary is a corporation) hereafter acquired or formed by such Pledgor and all options, warrants, rights, agreements or additional shares of capital stock of whatever class of such Unrestricted Subsidiary, together with all rights, privileges, authority and powers of such Pledgor relating to such shares or under the Organization Documents of such Unrestricted Subsidiary, and the certificates, instruments and agreements representing such shares and any and all interest of such Pledgor in the entries on the books of any securities intermediary pertaining to such shares, from time to time acquired by such Pledgor in any manner. Notwithstanding anything to the contrary contained herein, the term “Additional Pledged Shares” shall not include any Excluded Property.

                    “ Agreement ” shall have the meaning assigned to such term in the Preamble hereof.

                    “ Borrower ” shall have the meaning assigned to such term in the Preamble hereof.

                    “ Claims ” shall mean any and all property taxes and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed upon or assessed against, and all claims (including, without limitation, landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law) against, all or any portion of the Pledged Collateral.

                    “ Collateral Agent ” shall have the meaning assigned to such term in the Preamble hereof.

                    “ Contracts ” shall mean, collectively, with respect to each Pledgor, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and third parties, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

                    “ Control Agreement ” shall mean, with respect to a Securities Account or Commodities Account established by a Pledgor, an agreement, in form and substance reasonably

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satisfactory to the Collateral Agent, establishing Control of such Securities Account or Commodities Account by the Collateral Agent.

                    “ Credit Agreement ” shall have the meaning assigned to such term in Recital A hereof.

                    “ Distributions ” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

                    “ Due Diligence Certificate ” shall mean that certain due diligence certificate dated as of the date hereof, executed and delivered by the Borrower in favor of the Collateral Agent for the benefit of the Credit Parties, and each other Due Diligence Certificate (which shall be substantially in the form of such due diligence certificate dated the date hereof or otherwise in form and substance reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Guarantor in favor of the Collateral Agent for the benefit of the Credit Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 6.12 of the Credit Agreement, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement.

                    “ Excluded Property ” shall mean, with respect to any Pledgor, (i) any lease, contract or agreement to which such Pledgor is a party, any of its rights or interests thereunder or any assets subject thereto or any property rights of such Pledgor of any nature if the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of such Pledgor therein or result in such Pledgor’s loss of use of such asset or (B) in a breach or termination pursuant to the terms of, or a default under, any such lease, contract, property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); (ii) any lease, contract, property rights or agreement to which such Pledgor is a party, any of its rights or interests thereunder or any assets subject thereto to the extent that any applicable law prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law or principles of equity); (iii) any voting Equity Interests of a Subsidiary that is a CFC in excess of 65% of the voting Equity Interests of such Subsidiary; (iv) any of Pledgor’s right, title, and interest in Intellectual Property and rights to sue for past, present or future infringements thereof; and (v) any Equity Interests of any Restricted Subsidiary (as such term is defined in the Indenture); provided that in each case described in clauses (i), (ii), and (v) of this definition, such

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property shall constitute “Excluded Property” only to the extent and for so long as such lease, contract, property right or other agreement or applicable Law or Organization Document validly prohibits the creation of a Lien on such property in favor of the Collateral Agent (or, in the case of the property described in clause (v) of this definition, so long as any such Person is a Restricted Subsidiary (as such term is defined in the Indenture)) and, upon the termination of such prohibition (howsoever occurring) (or, in the case of the property described in clause (v) of this definition, upon such Person’s ceasing to be a Restricted Subsidiary (as such term is defined in the Indenture)), such property shall cease to constitute “Excluded Property” and provided further that all Proceeds, substitutions or replacements of any Excluded Property described in clauses (i) through (v) (unless such Proceeds, substitutions or replacements would constitute Excluded Property) shall constitute Pledged Collateral hereunder.

                    “ General Intangibles ” shall mean, collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include, without limitation, (i) all of such Pledgor’s rights, title and interest in, to and under all insurance policies and Contracts, (ii) all know-how and warranties relating to any of the Pledged Collateral, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other Person and the benefits of any and all collateral or other security given by any other Person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral, (v) all lists, books, records, correspondence, ledgers, print-outs, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral, including, without limitation, all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, of any Governmental Authority (or any Person acting on behalf of a Governmental Authority) now or hereafter acquired or held by such Pledgor pertaining to operations now or hereafter conducted by such Pledgor or any of the Pledged Collateral including, without limitation, building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims to the extent the foregoing relate to any Pledged Collateral and claims for tax or other refunds against any Governmental Authority relating to any Pledged Collateral.

                    “ Guarantors ” shall have the meaning assigned to such term in the Preamble hereof.

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                    “ Initial Pledged Interests ” shall mean, with respect to each Pledgor, all Equity Interests (other than in a corporation), as applicable, of each issuer which is an Unrestricted Subsidiary and described in Schedule III hereof, together with all rights, privileges, authority and powers of such Pledgor in and to each such issuer or under the Organization Documents of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any securities intermediary pertaining to any of the foregoing. Notwithstanding anything to the contrary contained herein, the term “Initial Pledged Interests” shall not include any Excluded Property.

                    “ Initial Pledged Shares ” shall mean, collectively, with respect to each Pledgor, the issued and outstanding shares of capital stock of each issuer which is an Unrestricted Subsidiary and described in Schedule III hereof, together with all rights, privileges, authority and powers of such Pledgor relating to such interests in each such issuer or under the Organization Documents of each such issuer, and the certificates, instruments and agreements representing such shares of capital stock and any and all interest of such Pledgor in the entries on the books of any securities intermediary pertaining to the Initial Pledged Shares. Notwithstanding anything to the contrary contained herein, the term “Initial Pledged Shares” shall not include any Excluded Property.

                    “ Instruments ” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9 of the UCC, and shall include, without limitation, all promissory notes, drafts, bills of exchange or acceptances.

                    “ Intercompany Notes ” shall mean, with respect to each Pledgor, all intercompany notes described on Schedule I hereto and all promissory notes hereafter acquired by such Pledgor evidencing loans made by such Pledgor to any other Pledgor or any Subsidiary of any Pledgor, all certificates or instruments evidencing such intercompany notes, and all amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent not prohibited by the terms of the Credit Agreement, in each case to the extent not constituting Excluded Property.

                    “ Letter of Credit ” shall mean “Letter of Credit” as defined in Section 5-102(a)(10) of the UCC.

                    “ Pledged Collateral ” shall have the meaning assigned to such term in SECTION 2.1 hereof.

                    “ Pledged Interests ” shall mean, collectively, the Initial Pledged Interests and the Additional Pledged Interests.

                    “ Pledged Securities ” shall mean, collectively, the Pledged Interests and the Pledged Shares.

                    “ Pledged Shares ” shall mean, collectively, the Initial Pledged Shares and the Additional Pledged Shares.

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                    “ Pledgor ” shall have the meaning assigned to such term in the Preamble hereof.

                    “ Secured Obligations ” shall mean the Obligations (as defined in the Credit Agreement), the Other Liabilities (as defined in the Credit Agreement) and the Guaranteed Obligations; provided , however, that (x) Other Liabilities shall be Secured Obligations solely to the extent that there is sufficient Pledged Collateral following satisfaction of the Obligations, and (y) Other Liabilities shall be Secured Obligations solely to the extent that, and for so long as, the Obligations are secured and guaranteed.

                    “ Securities Collateral ” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

                    “ Unrestricted Subsidiary ” shall mean any Subsidiary that is not a Restricted Subsidiary (as such term is defined in the Indenture).

                    SECTION 1.2. Interpretation . The rules of interpretation specified in the Credit Agreement shall be applicable to this Agreement.

                    SECTION 1.3. Due Diligence Certificate . The Collateral Agent and each Pledgor agree that the Due Diligence Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

                    SECTION 2.1. Pledge . As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following personal property and interests in property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “ Pledged Collateral ”):

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                    Notwithstanding anything to the contrary contained in clauses (i) through (xii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property.

                    The Pledgors shall from time to time, at the reasonable request of the Collateral Agent after the occurrence of an Event of Default give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request.

                    SECTION 2.2. Secured Obligations . This Agreement secures, and the Pledged Collateral is collateral security for, the payment and performance in full when due of the Secured Obligations.

                    SECTION 2.3. Security Interest . (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to authenticate and file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including, without limitation, (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Collateral as “all assets of the debtor, wherever located, whether now

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owned or hereafter acquired or arising,” or words of similar import, and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in clause (i) or (iii) of the immediately preceding sentence to the Collateral Agent promptly upon request.

                    (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERAL

                    SECTION 3.1. Delivery of Pledged Securities and Intercompany Notes . Each Pledgor represents and warrants that all certificates or instruments representing or evidencing Pledged Securities or Intercompany Notes in existence on the date hereof have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates or instruments representing or evidencing Pledged Securities or Intercompany Notes acquired by such Pledgor after the date hereof, shall, in the manner required by Section 6.12 of the Credit Agreement, be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Pledged Securities and Intercompany Notes, without any indication that such Pledged Securities and Intercompany Notes are subject to the security interest hereunder. In addition, the Collateral Agent shall have the right with written notice to exchange certificates representing or evidencing Pledged Securities or Intercompany Notes for certificates of smaller or larger denominations.

                    SECTION 3.2. Perfection of Uncertificated Securities Collateral . Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereof and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or other Person to permit the Collateral Agent or its designee to be substituted for the applicable Pledgor as a shareholder, member, partner or other equity

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owner, as applicable, thereto. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable Law and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute customary pledge forms or other documents necessary or reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof.

                    SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest . Each Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Agreement in respect of the Pledged Collateral in which the security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions are listed on Schedule II hereto. Each Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II . Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) to the extent required by this Agreement or the Credit Agreement, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority (subject only to Permitted Encumbrances having priority under applicable Law) security interest and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), and (ii) to the extent required by this Agreement or the Credit Agreement, at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices wherever required by applicable Law to perfect, continue and maintain a valid, enforceable, first priority (subject only to Permitted Encumbrances having priority under applicable Law) security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties (other than with respect to Permitted Encumbrances), with respect to the Pledged Collateral.

                    SECTION 3.4. Other Actions . In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents, warrants and agrees, in each case at such Pledgor’s own expense, with respect to the following Pledged Collateral that:

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