0000950144-07-005743 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG THE FINISH LINE, INC., HEADWIND, INC. AND GENESCO INC DATED AS OF JUNE 17, 2007

Agreement and Plan of Merger • June 18th, 2007 • Genesco Inc • Retail-shoe stores • Tennessee

• Contract Type
  Agreement and Plan of Merger
• Filed
  June 18th, 2007
• Company
  Genesco Inc
• Industry
  Retail-shoe stores
• Jurisdiction
  Tennessee

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 17, 2007, is by and among The Finish Line, Inc. (“Parent”), an Indiana corporation, Headwind, Inc. (“Merger Sub”), a newly-formed Tennessee corporation and a direct wholly-owned subsidiary of Parent, and Genesco Inc. (the “Company”), a Tennessee corporation.

AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN GENESCO INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS SUCCESSOR TO FIRST CHICAGO TRUST COMPANY OF NEW YORK

Rights Agreement • June 18th, 2007 • Genesco Inc • Retail-shoe stores • Tennessee

• Contract Type
  Rights Agreement
• Filed
  June 18th, 2007
• Company
  Genesco Inc
• Industry
  Retail-shoe stores
• Jurisdiction
  Tennessee

THIS AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is made as of June 17, 2007, between Genesco Inc., a Tennessee corporation (the “Company”), and Computershare Trust Company, N.A., as successor to First Chicago Trust Company of New York (the “Rights Agent”).