Item 5.02           Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

On March 26, 2007, Mr. George A. Sywassink resigned as a director of Footstar, Inc., effective as of that day. In connection with Mr. Sywassink’s resignation, the Board of Directors agreed to grant 10,000 shares of Common Stock and pay $50,000 (in the form of shares to be issued at the market price on the date of issuance) to Mr. Sywassink. These amounts are equal to the annual amounts received by directors in connection with service as a director. Five-thousand shares of restricted stock previously granted to Mr. Sywassink for his services as director vested on an accelerated basis on March 26, 2007.

On March 26, 2007, the Board appointed Mr. Gerald F. Kelly, Jr., a current director, to Mr. Sywassink’s position as a Class II director and, subject to Mr. Scheiwe’s acceptance (which occurred on March 27, 2007), appointed Mr. Steven D. Scheiwe as a Class I director, replacing Mr. Kelly. The committees of the Board to which Mr. Scheiwe will be named have not been determined at this time.

Consistent with the Company’s non-employee director compensation policy, Mr. Scheiwe will receive an annual cash retainer of $50,000, plus expenses (which will be paid quarterly in equal installments) and an annual grant of 10,000 shares of restricted stock, under the Company’s 2006 Non-Employee Director Stock Plan, on the date of each annual meeting of stockholders. Unless the Board determines otherwise at the time of grant, 50% of each award of restricted stock vests on the first anniversary of the date of grant and 25% of each award vests on the second and third anniversary of the date of grant.