Foot Locker Offers Bid for Genesco

Foot Locker, Inc. made an acquisition proposal to purchase all of the outstanding shares of Genesco Inc. for $46 per share in cash, subject to certain terms and conditions. The proposal came in a letter that Matthew D. Serra, Foot Locker, Inc.'s chairman and CEO, sent on April 4, 2007 to Hal N. Pennington, chairman, president and CEO of Genesco Inc.

On April 19, 2007, Mr. Serra sent a follow-up letter to Mr. Pennington to reiterate Foot Locker, Inc.'s interest in acquiring Genesco, Inc. and his belief that the proposal represents significant value to Genesco shareholders. The proposed purchase price of $46 per share in cash represents a total consideration of approximately $1.2 billion for all of the equity of Genesco. This proposal provides to Genesco Inc.'s shareholders a 26% premium to the average share price during the one year period preceding the April 4, 2007 letter.

Shortly after Foot Locker went public with their offer, Genesco issued a statement notifying shareholders that it has received an unsolicited proposal from Foot Locker, Inc. to purchase all of Genesco's outstanding shares for $46 per share in cash. The Company's Board of Directors intends to consider the proposal, with the assistance of its financial advisor, Goldman, Sachs & Co., and expects to respond in due course. The nonbinding proposal is also subject to due diligence and other conditions.

The full text of both Foot Locker letters is included below.

April 4, 2007

Mr. Hal N. Pennington
Chairman, President and Chief Executive Officer
Genesco Inc.
1415 Murfreesboro Road
Nashville, Tennessee 37217

Dear Hal:

As we have discussed previously, we have long admired and respected Genesco Inc. and what you and your team have accomplished. Through its differentiated retail banners, its multi-channel approach and its effective merchandising strategy, Genesco has performed very well.

As we have stated publicly, Foot Locker, Inc. is actively seeking to acquire strong operators in the specialty footwear retailing arena. A combination with Genesco would clearly be consistent with this strategy. Over the past several months, our executive management team, Board of Directors, and advisors have devoted significant time and effort to analyzing the potential strategic benefits of combining our two companies. We concluded that a merger of our companies would enable both of us to benefit from mutual best practices, enhance our ability to serve our customers, and provide our employees and management teams with increased opportunities.

Based on publicly available information, we would be prepared to acquire all the outstanding stock of Genesco for a consideration of $46.00 per share in cash. We believe this proposal provides compelling value for Genesco's shareholders in that it represents:

    -- A significant premium above Genesco's all-time high stock price;
    -- A premium of 26 percent to Genesco's average trading pricing during the
       past year;
    -- An implied multiple of enterprise value to LTM EBITDA of 7.7x, which
       compares favorably to the current trading multiples of comparable
       specialty footwear and apparel retailers.

This proposal has the unanimous support of our executive management team and our Board of Directors. Moreover, this proposal would not be subject to any financing condition, as we have sufficient sources of financing available.

We have engaged Lehman Brothers as our strategic advisor and Skadden, Arps, Slate, Meagher & Flom LLP as our legal counsel. We and they are prepared to devote substantial resources toward ensuring an expedited process and the negotiation of a definitive agreement. Prior to the execution of such an agreement, we would expect to perform certain selected confirmatory due diligence. We believe this focused and concise review along with discussions with key Genesco personnel can be concluded within a very short period of time.

Our proposal is submitted to you on a confidential basis. We hope that Genesco and its representatives will not publicly disclose this proposal so that our discussions can be held in confidence. This letter is not intended to be, and is not, a definitive agreement between us or in any way binding upon Foot Locker or Genesco, but is intended to express our indication of interest as of the date hereof. As stated, it is further subject to the completion of due diligence and the negotiation and execution of a mutually acceptable merger agreement. The parties will be bound only in accordance with such definitive agreement, if and when executed.

We would welcome the opportunity to meet with you to discuss this opportunity further. I look forward to speaking with you again soon.

Sincerely,
Matthew D. Serra

April 19, 2007

Mr. Hal N. Pennington
Chairman, President and Chief Executive Officer
Genesco Inc.
1415 Murfreesboro Road
Nashville, Tennessee 37217

Dear Hal:

We are disappointed not yet to have received a substantive reply to my letter to you of April 4, 2007. In that letter, which followed contacts between us over the past several months, we stated that, based on publicly available information, we would be prepared to acquire all the outstanding stock of Genesco, Inc. for a consideration of $46 per share in cash, and we continue to be willing to proceed on that basis. As noted in our April 4 letter, this represented a premium of 26 percent to Genesco's average trading price during the past year. As you know, the recent rise in Genesco's stock price has been affected by speculation regarding a possible sale of the company.

We believe that a price of $46 per share represents significant value for Genesco's shareholders. We would welcome the opportunity to conduct selected due diligence, following which we may be prepared to increase our offer if increased value can be demonstrated.

Given Genesco's failure to provide a substantive response to my April 4 letter and recent public speculation, we thought it would be best for both of our organizations, and our respective shareholders, to make our position public. We therefore plan to release publicly a copy of this letter, as well as our letter to you of April 4, before the market opens tomorrow morning.

This letter is not intended to be, and is not, a definitive agreement between us or in any way binding upon Foot Locker or Genesco, but is intended to express our indication of interest as of the date hereof. It is further subject to the completion of due diligence, and the negotiation and execution of a mutually acceptable merger agreement. The parties will be bound only in accordance with such definitive agreement, if and when executed.

We continue to believe it would be in the best interests of Genesco's shareholders if we were able to have substantive discussions with you concerning a combination of our two companies. I look forward to speaking with you soon.

Sincerely,
Matthew D. Serra