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                                                                    EXHIBIT 10.2

                            AMENDMENT NO. 1 (RENEWAL)
                         TO TRADEMARK LICENSE AGREEMENT

      This Amendment No. 2 dated October 18, 2004 amends that certain Trademark
License Agreement dated August 9, 2000 (the "Agreement"), by and between LEVI
STRAUSS & CO., a Delaware corporation, ("LS&CO.") and GENESCO INC., a Tennessee
corporation with its principal place of business at Genesco Park, 1415
Murfreesboro Road, Nashville, TN 37217 ("Licensee").

      Whereas, LS&CO. and Licensee wish to amend the Agreement as set forth
below:

1.    Section 2.1, "Initial Term" shall be amended to reflect that the Agreement
      is renewed for an additional two (2) year period commencing on January 1,
      2005 and ending on December 31, 2006.

2.    Section 2.2, "Renewal Term" shall be deleted in its entirety and
      substituted with the following:

      "This Agreement shall be renewed, upon written request of Licensee
      delivered to LS&CO. not earlier than April 1, 2006 and not later than June
      30, 2006, for one additional two year term, commencing on January 1, 2007
      and ending on December 31, 2009 (the "Renewal Term"), if: (i) Net Sales of
      Products for the Annual Period beginning January 1, 2005 are no less than
      $50,000,000 and (ii) Licensee is in compliance with all terms and
      conditions contained in this Agreement and there is no outstanding Event
      of Default existing on the date Licensee delivers its notice of renewal or
      at any time during the balance of the Initial Term. Licensee shall include
      with its renewal notice data demonstrating that the renewal condition set
      out in clause (i) is satisfied, a written certification by the president,
      a vice president or the chief financial officer to the effect that the
      condition set out in clause (ii) is met and Licensee's projections for
      sales of Products during the contemplated Renewal Term. Within thirty (30)
      days after receipt of Licensee's renewal notice, and again on the last day
      of the Initial Term, LS&CO. shall notify Licensee whether or not the
      conditions to renewal set out in this Section 2.2 are satisfied or waived.
      If they are satisfied, then this Agreement shall be considered renewed. If
      they are not satisfied, then this Agreement shall expire and terminate at
      the end of the Initial Term. Licensee's failure to timely deliver its
      notice of renewal shall be treated as a final decision by Licensee that it
      has elected not to renew."

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3.    Section 3.1, "Guaranteed Minimum Royalty" shall be revised to reflect that
      the Guaranteed Minimum Royalty payments for 2005 and 2006 are as follows:

<TABLE>
<CAPTION>
Annual Period   Guaranteed Minimum Royalty
-------------   --------------------------
<S>             <C>
  2005                 $3,496,000
  2006                 $3,600,000
</TABLE>

4.    Section 3.2, "Earned Royalty" shall be amended such that the last
      paragraph in Section 3.2(a) is deleted in it's entirety and replaced with
      the following:

      "Licensee shall pay to LS&CO., no later than thirty (30) days after the
      end of each quarterly period, an amount equal to the excess of earned
      royalties in a quarter over the Guaranteed Minimum Royalty for that
      quarter. Licensee shall pay Second Quality royalty rates on Involuntary
      Discontinuations. Licensee shall pay First Quality royalty rates on Second
      Quality Products for any Annual Period to the extent that sales of Second
      Quality Products (other than Involuntary Discontinuations) are greater
      than [____]* of total Product sales (in terms of dollars). For any such
      Annual Period, Licensee shall pay LS&CO., at the time it delivers the
      annual statement for that Annual Period as described in Section 9.2, an
      amount equal to the amount during that Annual Period that the Licensee
      owed for royalties on Second Quality Products in excess of the amount
      already paid over the [____]*."

5.    Section 3.3, "Payment Mechanics" shall be amended to reflect that Licensee
      shall make royalty and all other required payments to LS&CO. in U.S.
      Dollars by wire transfer to:

                                    [____]*

6.    Section 4.2, "Consumer Advertising" shall be deleted in its entirety and
      replaced with the following:

      "During each Annual Period, Licensee shall pay to LS&CO., or to such other
      person or entity as LS&CO. may designate, an amount equal to [____]* on
      projected Net Sales up to [____]*, [____]* on projected Net Sales between
      [____]* and [____]*, and [____]* on projected Net Sales over [____]* on
      products (the "Marketing Contribution") as defined in the Sales Plan
      referenced in Section 4.1 of the Agreement (the "Marketing Contribution").
      Licensee shall pay these amounts to LS&CO. within thirty (30) days after
      receipt of invoices from LS&CO., it being understood that LS&CO. will
      issue these invoices three times per Annual Period on April 1, July 1 and
      October 1. If actual aggregate Net Sales exceed projected Net Sales for
      any Annual Period, then Licensee shall pay to LS&CO. an agreed percentage
      of the excess, with that amount payable in, and for use during, the next
      Annual Period, in addition to the Marketing Contribution otherwise

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      due for that Annual Period. Marketing Contributions shall be separate from
      and shall not be subject to credit for expenditures by Licensee for
      cooperative advertising, trade advertising, fixture programs, trade shows,
      sampling or any other promotional or sales material. LS&CO. shall use
      these funds for consumer marketing of the brand and branded products
      through vehicles and at the times and in the manner as LS&CO. may
      determine, Licensee acknowledging that it may not receive any direct or
      pro rata benefit from its Marketing Contributions.

7.    Section 6.7 "Performance Attributes and Protocol." The following Section
      6.7 shall be inserted after Section 6.6 as follows:

      6.7   Performance Attributes and Protocol. Licensee acknowledges that,
            from time to time, LS&CO. may provide certain guidelines for
            developing specific chemical or technological Product performance
            attributes ("Performance Attributes") to Licensee. Licensee further
            acknowledges that any Performance Attributes presented to Licensee
            must be tested in accordance with the relevant protocol presented to
            Licensee ("Performance Protocol") and must be marketed and sold in
            accordance with LS&CO. marketing strategies associated with the
            Performance Attributes. Licensee agrees that it shall not sell any
            Products containing or identifying any Performance Attributes
            without first (a) complying with the associated Performance
            Protocol, (b) submitting the results from certain tests identified
            in the Performance Protocol to LS&CO. and (c) submitting Product
            packaging, including but not limited to Product hang-tags, to LS&CO.
            for approval. LS&CO. shall have the right, in its sole discretion,
            to revise, supplement or replace the Performance Attributes and/or
            the associated Performance Protocol from time to time and may cause
            Licensee to discontinue production or sale of any Product containing
            Performance Attributes in the event that Licensee is not in
            compliance with this Section 6.7. Licensee acknowledges that
            consistent presentation of all Performance Attributes associated
            with the Trademarks is essential to LS&CO.'s marketing strategy and
            that information provided to Licensee in connection with this
            Section 6.7 constitutes Confidential Information (as defined in
            Section 17.1) and/or Proprietary Information (as defined in Section
            17.2).

8.    Section 10 of the Agreement shall be replaced with the following:

      Global Sourcing and Operating Guidelines

            10.1 LS&CO. Reputation. LS&CO. has and is determined to maintain a
      worldwide reputation for ethical business conduct. To that end, LS&CO.
      adopted Global Sourcing and Operating Guidelines ("GSOG") setting forth
      standards of conduct it requires from, among

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          others, its licensees, including Licensee. Licensee acknowledges that
          its conduct, and the conduct of any subcontractor, must reflect
          positively on LS&CO.'s reputation and accordingly agrees to the
          provisions of this Section 10.

               10.2 Ethical Responsibility. Licensee agrees that Licensee shall,
          and shall cause its subcontractors to follow the highest standards of
          business ethics in conducting all aspects of its operations under this
          Agreement.

               10.3 Global Sourcing and Operating Guidelines.

                  (a) Licensee represents and warrants that its key officers and
          managers have read and understand the GSOG, including but not limited
          to its Business Partner Terms of Engagement ("TOE") and the Country
          Assessment Guidelines attached to this Agreement as Exhibit H.

                  (b) Licensee agrees that it shall, and shall cause its
          permitted subcontractors to, comply with the requirements of the GSOG
          at all times.

               10.4 Effect on Compliance with Laws. Licensee shall be fully
          responsible for compliance with all local laws and regulations
          applicable to Licensee's operations. If the requirements of the GSOG
          are stricter than the requirements of applicable law, the requirements
          of the GSOG shall control.

            10.5 TOE Assessment. Licensee acknowledges that LS&CO. requires
      official, approved TOE assessments ("TOE Assessments") to be performed
      from time to time to ensure TOE compliance on all manufacturing facilities
      or subcontractors used by Licensee to produce any Products, including
      branded samples. Beginning on December 1, 2004, Licensee shall conduct all
      TOE Assessments required by LS&CO. through Verite Inc. or another LS&CO.
      approved third-party monitoring company.

                  (a) [____]*

                  (b) For the purposes of monitoring compliance with this
      Section Licensee shall provide LS&CO. with a complete list of all the
      manufacturing facilities, subcontractors and suppliers it intends to use,
      including details of the purposes of the proposed use of such
      manufacturing facilities, subcontractors and suppliers. Licensee
      represents that it is presently using the third-parties listed on Exhibit
      J to manufacture Products, and that it is not subcontracting with a third
      party beyond those listed on Exhibit J. Licensee shall, within thirty (30)
      days after completion of a manufacturing facility TOE Assessment, deliver
      a copy of the assessment to LS&CO. Licensee shall not begin production at
      any manufacturing


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      facility until LS&CO. reviews and approves, as specified under Section 19,
      the TOE Assessment.

                  (c) It is understood and agreed that LS&CO. makes no
      representations or warranties with respect to the GSOG, including the TOE
      and the TOE Assessments, and that LS&CO. shall not be liable to Licensee
      or its subcontractors or its suppliers for any failure to comply with the
      GSOG, the TOE or the LS&CO. Restricted Substances List. Any verification
      or monitoring shall not relieve Licensee from its obligation to strictly
      comply with the GSOG, the TOE, the LS&CO. Restricted Substances List and
      all applicable laws and regulations.

            10.6 Effect of Breach. This Section 10 is of the essence of this
      Agreement. Any failure by Licensee or any of its subcontractors to comply
      with the GSOG shall be grounds for declaration of an Event of Default by
      LS&CO. under Section 13.

  9.   Section 13.1(i) shall be amended by inserting the words, "or Proprietary"
       between "Confidential" and "Information."

  10.  Section 13.2 "Effectiveness and Cure" shall be amended by inserting
       subsections "(a)" and "(i)" in both occurrences.

  11.  Section 15, Indemnity, is hereby amended by adding Sub-section 15.3,
       "Licensee Indemnified Claim Notification and Handling" as follows:

       [____]*

  12.  Section 17.1 "Confidential Information" shall be substituted in its
       entirety by the following:

       17.1 "Confidential and Proprietary Information." Except as otherwise
            provided in this Agreement, all information disclosed by one of the
            parties (the "Discloser") to the other party (the "Recipient") is
            considered confidential and: (i) shall remain the exclusive property
            of the Discloser; (ii) shall be used by the Recipient only in
            connection with its performance under this Agreement; and (iii)
            shall be maintained in confidence by Recipient as described in this
            Section 17. "Confidential Information" means any formula, pattern,
            program, method, marketing programs, profitability, corporate
            strategy, technique, process, design, sketch, color card, color
            story, artwork, know-how, specifications, procedures, development
            plans, methods of production, use, operation and application,
            material, business plan, customer or personnel list or financial
            statement, Performance Attributes or Protocol, or any Proprietary
            Information, or any other information which is not available to the
            general public. "Proprietary Information" means any and all
            information disclosed by LS&CO. to Licensee related to any LS&CO.
            design, design schedule, line- strategy, marketing

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            program, business plan, technology, any Sales Plan, Performance
            Attribute, Performance Protocol and any other information clearly
            marked "LS&CO. Proprietary Information." Confidential Information
            shall include, without limitation, information disclosed in
            connection with this Agreement, but shall not include information
            that: (i) is now or subsequently becomes generally available to the
            public through no wrongful act or omission of Recipient; (ii)
            Recipient can demonstrate to have had rightfully in its possession
            prior to disclosure to Recipient by Discloser; (iii) is
            independently developed by Recipient without use, directly or
            indirectly, of any Confidential Information; or (iv) Recipient
            rightfully obtains from a third party who has the right to transfer
            or disclose it.

  13.  Section 24.2, "Relationship of the Parties" is hereby amended by adding
       to the fifth paragraph, after the words, "...personal injuries" the
       phrase, "timely handling of Indemnified Claims,..."

  14.  Except as set forth above, all other terms and conditions contained in
       the Agreement shall remain in full force and effect.

       IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 by
their respective officers hereunto duly authorized as of the day and year first
written above.

LEVI STRAUSS & CO.                              GENESCO INC.

By: /s/ Bobbi Silten                            By: /s/ Jonathan D. Caplan
    -------------------                             ----------------------
    Bobbi Silten                                Name: Jonathan D. Caplan
    President                                   Title: CEO, Genesco Branded
    Dockers(R) & Slates(R) U.S.                        Footwear