EXHIBIT 4

NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT

THIS NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this Amendment), effective as of June 10,
2008, is made by and between: U.S. BANK NATIONAL ASSOCIATION, a national banking
association, formerly known as Firstar Bank, N. A., successor by merger to
Firstar Bank Missouri, National Association, formerly known as Mercantile Bank
National Association (U.S. Bank), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, formerly known as First Union National Bank (Wachovia), and FIFTH THIRD
BANK, a Michigan banking corporation (Fifth Third; and collectively with U.S.
Bank and Wachovia referred to herein as the Banks); U.S. BANK NATIONAL
ASSOCIATION, a national banking association, formerly known as Firstar Bank,
N.A., a national banking association, successor by merger to Firstar Bank
Missouri, National Association, formerly known as Mercantile Bank National
Association, in its capacity as agent for the Banks (in such capacity,
Agent);
and SHOE CARNIVAL, INC., an Indiana corporation (Borrower).

WITNESSETH:

WHEREAS, the Banks, Agent and
Borrower are parties to the Amended and Restated Credit Agreement dated as of
April 16, 1999, as amended by the First Amendment to Amended and Restated Credit
Agreement dated as of March 24, 2000, the Second Amendment to Amended and
Restated Credit Agreement dated as of November 8, 2000, the Third Amendment to
Amended and Restated Credit Agreement dated as of March 18, 2002, the Fourth
Amendment to Amended and Restated Credit Agreement dated as of March 12, 2003,
the Fifth Amendment to Amended and Restated Credit Agreement dated as of April
5, 2004, the Sixth Amendment to Amended and Restated Credit Agreement dated as
of April 5, 2005, the Seventh Amendment to Amended and Restated Credit Agreement
dated as of March 31, 2006, the Eighth Amendment to Amended and Restated Credit
Agreement dated as of December 15, 2006 (as amended, the Agreement);

WHEREAS, Banks, Agent and Borrower
wish to further amend the Agreement and to make certain revisions to the
Agreement as hereinafter set forth;

NOW, THEREFORE, in order to effect
such amendments and in consideration of the premises herein set forth, Borrower,
Agent and Banks agree as follows:

1. The
definitions of Commitment and Notes set forth in Section 1.01 of the
Agreement are deleted and replaced with the following:

Commitment means Ninety Five Million
Dollars ($95,000,000.00), and with respect to each Bank, the amount specified as
such Banks Commitment and set forth opposite the name of such Bank on the
signature page attached to the Ninth Amendment to Amended and Restated Credit
Agreement and Notes dated June 10, 2008.

Notes mean the amended and restated promissory notes of Borrower
in the form ofExhibitsA,B, andCattached to the Ninth Amendment to Amended and Restated
Credit Agreement and Notes dated June 10, 2008, evidencing the obligation of
Borrower to repay the Loans and amounts outstanding under any Reimbursement
Agreements.

2. The Note of Borrower payable to
the order of U.S. Bank shall hereafter be amended and restated in the form of
that Note attached to this Amendment asExhibit Aand incorporated herein by
reference. The Note of Borrower payable to the order of Wachovia shall hereafter
be amended and restated in the form of that Note attached to this Amendment asExhibit Band incorporated herein by reference. The Note of Borrower payable to the order
of Fifth Third shall hereafter be amended and restated in the form of that Note
attached to this Amendment asExhibit
Cand incorporated herein by reference.

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3. Borrower hereby represents and
warrants to Agent and to Banks that:

(a) The execution, delivery and
performance by Borrower of this Amendment are within the corporate powers of
Borrower, have been duly authorized by all necessary corporate action and
require no action by or in respect of, or filing with, any governmental or
regulatory body, agency or official. The execution, delivery and performance by
Borrower of this Amendment do not conflict with, or result in a breach of the
terms, conditions or provisions of, or constitute a default under or result in
any violation of, and Borrower is not now in default under or in violation of,
the terms of the Articles of Incorporation or Bylaws of Borrower, any applicable
law, any rule, regulation, order, writ, judgment or decree of any court or
governmental or regulatory agency or instrumentality, or any agreement or
instrument to which Borrower is a party or by which it is bound or to which it
is subject; (b) This Amendment has been duly
executed and delivered and constitutes the legal, valid and binding obligation
of Borrower enforceable in accordance with its terms; and (c) As of the date hereof, all of the
covenants, representations and warranties of Borrower set forth in the Agreement
are true and correct and no Event of Default (as defined therein) under or
within the meaning of the Agreement, as hereby amended, has occurred and is
continuing.


4. The Agreement, as hereby amended,
is and shall remain the binding obligation of Borrower, and except to the extent
amended by this Amendment, all of the terms, provisions, conditions, agreements,
covenants, representations, warranties and powers contained in the Agreement
shall be and remain in full force and effect and the same are hereby ratified
and confirmed. This Amendment amends the Agreement and is not a novation
thereof.

5. All references in the Agreement
to this Agreement and any other references of similar import shall henceforth
mean the Agreement as amended by this Amendment.

6. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that Borrower may not assign, transfer or
delegate any of its rights or obligations hereunder.

7. This Amendment is made solely for
the benefit of Borrower, Agent and Banks as set forth herein, and is not
intended to be relied upon or enforced by any other person or entity.

8.Notice Required by Section 432.047 R.S.
Mo.ORAL AGREEMENTS OR COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS
OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE
CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.

9. This Amendment shall be governed
by and construed in accordance with the internal laws of the State of Missouri.

10. In the event of any
inconsistency or conflict between this Amendment and the Agreement, the terms,
provisions and conditions of this Amendment shall govern and control.

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11. Notwithstanding any provision
contained in this Amendment to the contrary, this Amendment shall not be
effective unless and until Agent shall have received the following, all in form
and substance acceptable to Agent:

(a) this Amendment, duly executed by
Borrower, Banks, and Agent; (b) the Notes (in the form attached
hereto asExhibitsA,B, andC), duly
executed by Borrower; (c) the Secretarys Certificate and
Resolutions which evidence the approval of this Amendment, duly certified by the
Secretary of Borrower; (d) a Certificate of Good Standing for
Borrower, issued by the Indiana Secretary of State, or other proof of current
good standing acceptable to Agent; and (e) such other documents and
information as reasonably requested by Agent or Banks.


IN WITNESS WHEREOF the parties
hereto have executed this Amendment as of the day and year first above written.

(SIGNATURES ON FOLLOWING PAGE)

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SIGNATURE
PAGE-NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT

|                                 | Borrower:                                     
|-------------------------------- | ----------------------------------------------
|                                 |                                               
|                                 | SHOE CARNIVAL, INC.                           
|                                 |                                               
|                                 | By:                                           
|                                 |                                               
|                                 |                                               
|                                 |                                               
|                                 |                                               
|Commitment:                      | U.S. BANK NATIONAL
      ASSOCIATION          
|$32,571,425.00
      (34.28571%) |                                               
|                                 | By:                                           
|                                 |                                               
|                                
|                                
|                                 | U.S. BANK NATIONAL
      ASSOCIATION, as Agent
|                                
|                                 | By:                                           
|                                 |                                               
|                                
|                                
|Commitment:                      | WACHOVIA BANK, NATIONAL
      ASSOCIATION     
|$32,571,425.00
      (34.28571%) |                                               
|                                 | By:                                           
|                                 |                                               
|                                
|                                
|Commitment:                      | FIFTH THIRD
      BANK                        
|$29,857,150.00
      (31.42857%) |                                               
|                                 | By:                                           
|                                 |                                               

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