AGREEMENT AND PLAN OF MERGER



                          dated as of February 5, 2004



                                      among



                                  GENESCO INC.,



                              HWC MERGER SUB, INC.



                                       and



                              HAT WORLD CORPORATION



--------------------------------------------------------------------------------



                                                      INDS01 RKIXMILLER 644669v7







         THIS AGREEMENT AND PLAN OF MERGER (together with the Schedules and

Exhibits hereto, this "AGREEMENT"), dated as of February 5, 2004, is among HWC

MERGER SUB, INC., a Delaware corporation ("NEWCO"), GENESCO INC., a Tennessee

corporation ("PARENT"), and HAT WORLD CORPORATION, a Delaware corporation (the

"COMPANY") (each sometimes referred to herein as a "PARTY" and collectively

sometimes referred to herein as the "PARTIES").



                                    RECITALS



         A.       The Board of Directors of each of the Company and Newco

believes that it is in the best interests of each company and their respective

stockholders that the Company and Newco combine into a single company through

the statutory merger of Newco with and into the Company (the "MERGER") and, in

furtherance thereof, along with Parent as the sole stockholder of Newco, have

approved the Merger.



         B.       Pursuant to the Merger, among other things, the outstanding

shares of Company Stock and any unexercised options to purchase Company Stock

will be converted into the right to receive the Merger Consideration as

determined herein.



         C.       Concurrently with the execution and delivery of this

Agreement, and as a condition and inducement to the willingness of Parent and

Newco to enter into this Agreement, each of Anderson Hat World, LLC, Robert J.

Dennis, James G. Harris, Scott A. Molander, J. Glenn Campbell, Kenneth J.

Kocher, Bluestem Capital Partners I, LLC, Bluestem Capital Partners II, LP,

Bluestem Capital Partners III, LP and Hworld Investments, L.L.C. (collectively,

the "CONTROLLING STOCKHOLDERS") has executed and delivered to Parent an

irrevocable proxy dated the date hereof (the "PROXIES") pursuant to which such

holders have agreed, among other things, to vote all his, her or its shares of

Company Stock in favor of the Merger.



         D.       The Company, Parent and Newco desire to make certain

representations and warranties and other agreements in connection with the

Merger.



         E.       Certain capitalized terms used herein as defined terms are

defined in Schedule 1 attached hereto. Additionally, Schedule 1 references the

sections of this Agreement in which other capitalized terms that are used as

defined terms are defined.



                                   AGREEMENTS



         In consideration of the premises and the mutual representations,

warranties, covenants and agreements contained herein, and for other good and

valuable consideration the receipt and sufficiency of which are hereby

acknowledged, and intending to be legally bound hereby, the parties hereby agree

as follows:



ARTICLE 1. THE MERGER



                           SECTION 1.1 THE MERGER. At the Effective Time and on

                  the terms and subject to the conditions of this Agreement,

                  Newco shall be merged with and into the Company, at which time

                  the separate corporate existence of Newco shall cease and the

                  Company shall continue as the surviving corporation after the

                  Merger. The Company as the surviving corporation after the

                  Merger is hereinafter sometimes



AGREEMENT AND PLAN OF MERGER          PAGE 2          INDS01 RKIXMILLER 644669v6







                  referred to as the "SURVIVING CORPORATION". The Surviving

                  Corporation shall continue to be governed by the laws of the

                  State of Delaware.



                           SECTION 1.2 EFFECTIVE TIME AND CLOSING. On the second

                  Business Day after the satisfaction or waiver of all of the

                  conditions to the obligations of the parties to consummate the

                  transactions contemplated hereby set forth in Article 5 (other

                  than conditions with respect to actions to be taken at the

                  Closing), the parties shall cause the Merger and other

                  transactions contemplated hereby to be consummated by (a)

                  executing and delivering to one another such agreements,

                  instruments, certificates and documents required by each of

                  them under this Agreement in order to satisfy their respective

                  obligations and conditions precedent to be satisfied by them,

                  and (b) by filing a Certificate of Merger with the Secretary

                  of State of the State of Delaware, in such form as required

                  by, and executed in accordance with the relevant provisions

                  of, Section 251(c) of the Delaware General Corporation Law

                  (the "DGCL") (the time of such filing with the Secretary of

                  the State of Delaware, or such other later time as the parties

                  mutually agree and set forth in the Certificate of Merger,

                  being the "EFFECTIVE TIME"). The consummation of the

                  transactions contemplated hereby (the "CLOSING") shall take

                  place at 10:00 a.m. at the offices of the Company's counsel,

                  Barnes & Thornburg, in Indianapolis, Indiana on the date

                  provided above, unless another date is agreed to in writing by

                  the parties (the "CLOSING DATE").



                           SECTION 1.3 EFFECT OF THE MERGER. At the Effective

                  Time, the effect of the Merger shall be as provided under the

                  DGCL and this Agreement. Without limiting the generality of

                  the foregoing, at the Effective Time all the property, rights,

                  privileges, powers and franchises of the Company and Newco

                  shall vest in the Surviving Corporation, and all debts,

                  liabilities and duties of the Company and Newco shall become

                  the debts, liabilities and duties of the Surviving

                  Corporation.



                           SECTION 1.4 CERTIFICATE OF INCORPORATION; BY-LAWS.



                  (a)      Unless otherwise determined by Parent prior to the

         Effective Time, at the Effective Time the Certificate of Incorporation

         of Newco as in effect immediately prior to the Effective Time shall be

         the Certificate of Incorporation of the Surviving Corporation until

         thereafter amended as provided by Law and such Certificate of

         Incorporation.



                  (b)      Unless otherwise determined by Parent prior to the

         Effective Time, the by-laws of Newco as in effect immediately prior to

         the Effective Time shall be the by-laws of the Surviving Corporation

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