ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On October 29, 2008, Genesco Inc. (the "Company") entered into indemnification agreements with each of the Company's non-executive directors. The indemnification agreements supersede any existing or prior agreements between the Company and the directors pertaining to indemnification and advancement rights and supplement those provisions contained in the Company's charter and bylaws.
The indemnification agreements require the Company, among other things, to indemnify each indemnitee, subject to certain limitations, to the fullest extent permitted by law for certain expenses and liabilities incurred in a proceeding by reason of (or arising in part out of) indemnitee's service to the Company. The indemnification agreements also provide for the advancement of certain expenses to the indemnitee by the Company. The foregoing is qualified in its entirety by reference to the form of indemnification agreement attached hereto as Exhibit 10.1, which is incorporated herein by this reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits Exhibit Number Description 10.1 Form of Non-Executive Director Indemnification Agreement

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