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     4.   EXERCISE OF OPTION.  All of the shares subject to the Option may be 
purchased after December 21, 1996 (or such earlier date as may be approved by 
the Committee), if the Optionee is an employee of the Company on such date, or 
immediately upon a change in control (as defined below) of the Company.

     The term "change in control" means a change in control of a nature that 
would be required to be reported in response to Item 6(e) of Schedule 14A of 
Regulation 14A promulgated under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") as in effect on the date of this stock option 
agreement, provided that, without limitation, such a change in control shall 
be deemed to have occurred if and when (A) any "person" (as such term is
defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities or (B) individuals who were members of the board of
directors of the Company immediately prior to a meeting of the shareholders of
the Company involving a contest for the election of directors do not constitute
a majority of the board of directors following such election.

     5.   CAPITAL ADJUSTMENTS AND CORPORATE REORGANIZATIONS.  In the event of 
any change in the outstanding shares of Stock by reason of a Stock dividend, 
split or combination, a recapitalization or reclassification, or a 
reorganization, merger or consolidation in which the Company is the surviving 
corporation or other similar change affecting the Stock, the number and class 
of shares then subject to the Option and for which the Option may thereafter 
be exercised and the amounts per share of Stock payable upon exercise or 
surrender of such Option shall be appropriately adjusted by the Committee to 
reflect such change.  No fractional shares shall be issued as a result of such 
adjustment.  In the event of a dissolution of the Company or a reorganization, 
merger or consolidation in which the Company is not the surviving corporation, 
the Company by action of the Committee shall either (i) terminate outstanding 
and unexercised Options as of the effective date of such dissolution, merger 
or consolidation by giving notice to the Optionee of its intention to do so 
and permitting the exercise, during a period prior to such effective date to 
be specified by the Committee, of all outstanding and unexercised Options or 
portions thereof, provided that no Option shall become exercisable hereunder 
either after the expiration date thereof or prior to six months from date of 
grant thereof, or (ii) in the case of such reorganization, merger or 
consolidation, arrange for an appropriate substitution of shares or other 
securities of the corporation with which the Company is reorganized, merged or 
consolidated in lieu of the shares of Stock which are subject to such 
outstanding and unexercised Options.

     6.   NON-TRANSFERABILITY.  The Option may not be assigned, pledged or 
otherwise transferred except by will or the laws of descent and distribution 
and, during the Optionee's lifetime, may be exercised only by the Optionee.



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     7.   WITHHOLDING TAXES.  Upon exercise of an Option which requires the 
Company at the time of exercise to withhold any Federal, state or local income 
or other taxes by reason of the exercise of such Option, the Optionee shall 
tender to the Company along with payment of the total Option Price of the 
shares an amount in cash equal to such withholding taxes as determined by the 
Company.  In the alternative, the Committee may require that the Company 
withhold from the shares to be received by the Optionee upon exercise of the 
Option shares of Stock having an aggregate Fair Market Value on the date of 
exercise at least equal to the applicable withholding taxes.  If the exercise 
of an Option will give rise to an obligation to withhold Federal income taxes 
subsequent to the date of exercise, the Committee may, in its sole discretion, 
require the Optionee to place the shares of Stock purchased under the Option 
in escrow for the benefit of the Company until such time as any amount is 
required to be included in the gross income of the Optionee as a result of the 
exercise of the Option.  The Committee may, in its sole discretion, at any 
time require that the Optionee pay the applicable withholding taxes to the 
Company in cash, in which case the shares of Stock shall be released from 
escrow to the Optionee.  Alternatively, the Committee, in its sole discretion, 
may direct the Company to accept the shares of Stock held in escrow to satisfy 
the Company's withholding obligation based on the Fair Market Value of the 
shares on the date of the termination of the escrow arrangement.  Upon 
application of such shares to the Company's withholding obligation, any shares 
of Stock held in escrow which are not, in the sole judgment of the Committee, 
necessary to satisfy such obligation shall be released from escrow to the 
Optionee.

     8.   GOVERNING LAW.  This agreement shall be governed by and construed in 
accordance with the laws of the State of Tennessee.

     IN WITNESS WHEREOF, this agreement has been duly executed by the Company 
and the Optionee.


                                  GENESCO INC.


                                  By:    /s/ Joel C. Gordon
                                         ---------------------------------
                                  Title: Member of Compensation Committee
                                         ---------------------------------



                                  OPTIONEE


                                  /s/ David M. Chamberlain                 
                                  ----------------------------------------




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