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This excerpt taken from the FL 8-K filed Apr 20, 2007. VIA FAX AND OVERNIGHT COURIER 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.
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