CONVERSION AGREEMENTConversion Agreement • November 2nd, 2009 • Genesco Inc • Retail-shoe stores
(including any other persons or entities converting Debentures hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Conversion Agreement (the “Agreement”) with Genesco, Inc. (the “Company”) on , 2009 whereby the Holder will convert (the “Conversion”) the Company’s 4.125% Convertible Subordinated Debentures due June 15, 2023 (the “Debentures”) into shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), in accordance with the terms of the Indenture dated June 24, 2003 among the Company and The Bank of New York, as Trustee (the "Indenture”), and the Company will make a cash payment to the Holder.
