0000950123-10-033648 Sample Contracts

GENESCO INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Second Amended and Restated Rights Agreement Dated as of April 8, 2010
Rights Agreement • April 9th, 2010 • Genesco Inc • Retail-shoe stores • New York

This Second Amended and Restated Rights Agreement originally dated as of August 8, 1990, amended as of August 8, 1990, March 10, 1998 and November 9, 1998, and amended and restated as of August 28, 2000, as amended on June 17, 2007, between GENESCO INC., a Tennessee corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as successor rights agent to FIRST CHICAGO TRUST COMPANY OF NEW YORK (the “Rights Agent”, which term shall include any successor Rights Agent hereunder) (the “Agreement”).

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