EXCHANGE AGREEMENT (Restricted Stock)Exchange Agreement • April 29th, 2009 • Genesco Inc • Retail-shoe stores
(including any other persons or entities exchanging Debentures hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange Agreement (the “Agreement”) with Genesco Inc. (the “Company”) on April ___, 2009 whereby on the date hereof the Holder will exchange (the “Exchange”) the Company’s 4.125% Convertible Subordinated Debentures due June 15, 2023 (the “Debentures”) for shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”).
