GRAPHIC]Stock Certificate • May 1st, 2003 • Genesco Inc • Retail-shoe stores
[SEAL] of GENESCO Inc. (hereinafter referred to as the "Corporation"), transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation of the Corporation and all amendments thereof (copies of which are on file at the office of the Corporation and its transfer agent), to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and duly registered by the Registrar.
