SECOND AMENDMENT
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                      -------------------------------------

         THIS SECOND  AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT (this
"Amendment"),  effective  as of the  8th  day of  November,  2000 is made by and
between FIRSTAR BANK, N. A., a national banking association, successor by merger
with Firstar Bank Missouri,  National Association,  formerly known as Mercantile
Bank National  Association  ("Firstar"),  FIRST UNION  NATIONAL BANK, a national
bank ("First  Union"),  and OLD NATIONAL BANK, a national bank ("Old  National,"
and  collectively  with  Firstar  and  First  Union  referred  to  herein as the
"Existing  Banks"),  LASALLE  BANK  NATIONAL  ASSOCIATION,  a  national  banking
association  ("LaSalle,"  and  collectively  with the Existing Banks referred to
herein as the "Banks"), and FIRSTAR BANK, N. A., a national banking association,
successor by merger with Firstar Bank Missouri,  National Association,  formerly
known as Mercantile Bank National Association,  in its capacity as agent for the
Banks (in such capacity, the "Agent"), and SHOE CARNIVAL, INC. ("Borrower").

                                   WITNESSETH:
                                   ----------

         WHEREAS,  the  Existing  Banks,  Agent and  Borrower  are  parties to a
certain  Amended and Restated  Credit  Agreement  dated as of April 16, 1999, as
amended by a certain Amendment to Amended and Restated Credit Agreement dated as
of March 24, 2000 made by and among  Borrower,  Agent and the Existing Banks (as
amended,  the "Agreement"),  pursuant to which the Existing Banks have agreed to
loan Borrower such sums,  not to exceed  $55,000,000.00  outstanding  at any one
time, as Borrower may request from time to time,  which  obligations of Borrower
are presently  evidenced by the Agreement and by a certain Promissory Note dated
March 24, 2000 made by Borrower  payable to the order of Firstar in the original
principal   amount  of  Twenty-One   Million  Five  Hundred   Thousand   Dollars
($21,500,000.00),  by a certain  Promissory  Note dated  March 24,  2000 made by
Borrower  payable to the order of Old National in the original  principal amount
of Twelve Million  Dollars  ($12,000,000.00),  and by a certain  Promissory Note
dated March 24, 2000 made by Borrower payable to the order of First Union in the
original  principal  amount of Twenty-One  Million Five Hundred Thousand Dollars
($21,500,000.00) (as amended, the "Notes");

         WHEREAS,  Borrower, Agent and Banks wish to further amend the Agreement
to increase the maximum  principal amount available to Borrower  thereunder,  to
extend the term thereof, to change certain covenants contained in the Agreement,
to add  LaSalle  as a  "Bank"  thereunder  and  party  thereto,  to  issue a new
Promissory  Note payable to LaSalle and to make certain  other  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  definition of  "Commitment"  in Section 1.1 of the Agreement
is hereby amended to provide as follows:

              "Commitment"  means Seventy Million Dollars ($70,000,000.00), and,
         with respect to each Bank,  the amount  specified as such and set
         opposite the name of such Bank on the  signature  pages of that certain
         Second  Amendment to Amended and Restated Credit  Agreement dated as of
         November 8, 2000.

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         2.   The  definition  of "Banks"  in  Section  1.1 of the  Agreement
is hereby  amended to provide as follows:

              "Banks" mean Firstar Bank, N. A., the successor by merger with
         Firstar  Bank  Missouri,   National  Association,   formerly  known  as
         Mercantile  Bank National  Association  and its successors and assigns,
         Old National Bank and its successors and assigns,  First Union National
         Bank  and  its  successors  and  assigns,  and  LaSalle  Bank  National
         Association and its successors and assigns.

         3.   Paragraph (b) in the definition  of "Interest  Period" in Section
1.1 of the Agreement is hereby amended to provide as follows:

              (b)      Any Interest  Period which  includes  March 31, 2003
          shall end on such date.

         4.   The  definition  of "Notes"  in  Section  1.1 of the  Agreement
is hereby  amended to provide as follows:

              "Notes"  mean the amended  and  restated  promissory  notes of
         Borrower in the form of Exhibits A, B, C and D attached to that certain
         Second  Amendment  to  Amended  and  Restated  Credit  Agreement  dated
         November 8, 2000,  evidencing  the  obligation of Borrower to repay the
         Loans and amounts outstanding under any Reimbursement Agreements.

         5.   The Note of Borrower payable to the order of Firstar shall here-
after be amended and restated in the form of that Note  attached to this
Amendment as Exhibit A and incorporated herein by reference.  The Note of
Borrower payable to the order of Old National shall hereafter be amended and
restated in the form of that Note  attached to this  Amendment as Exhibit B and
incorporated  herein by reference.  The Note of  Borrower  payable  to the order
of First  Union  shall hereafter  be amended  and  restated  in the form of that
Note  attached to this Amendment as Exhibit C and  incorporated  herein by
reference.  Borrower shall execute and deliver to LaSalle a new Note in the form
of that Note  attached to this Amendment as Exhibit D and incorporated herein by
reference to evidence the Borrower's  obligations to LaSalle under the Agreement
and the other Transaction Documents.

         6.   The definition of "Pro Rata Share" in Section 1.1 of the Agreement
is hereby  amended to provide as follows:

              "Pro Rata Share"  shall mean the pro rata share of loans to be
         made by each of the Banks  hereunder  or of other  amounts to be shared
         between Banks, which shall be 30.71429% for Firstar,  17.14285% for Old
         National, 30.71429% for First Union and 21.42857% for LaSalle.

         7.   By its execution of this Amendment and the payment by LaSalle of
the amounts  specified in the next sentence  required to be paid on the date
hereof, LaSalle  hereby  accepts a Commitment to make Loans to Borrower in the
amount of Fifteen  Million  Dollars  ($15,000,000.00),  and LaSalle shall, as of
the date hereof,  succeed to the rights and be obligated to perform the
obligations of a Bank under the Agreement to the extent of such  Commitment.  On
the date hereof, LaSalle shall  purchase  from each of the  Existing  Banks such
portion of the outstanding Loans and shall assume such portion of each  Existing
Bank's risk participation  in any Letters of Credit issued by Firstar and
outstanding at the date hereof,  such that LaSalle and each Existing Bank shall
hold its respective Pro Rata Share (as such definition has been amended herein)


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<PAGE>

of the Loans and the risk  participations in such Letters of Credit following
such purchase.  LaSalle shall pay to each of the Existing Banks such required
amounts on the date hereof in federal funds or other immediately available
funds. It is understood that Commitment Fees under Section 2.6 of the  Agreement
accrued prior to the date hereof  with  respect to the  Commitments  of the
Existing  Banks,  are for the accounts  of the  Existing  Banks and such
Commitment  Fees  accruing  from and including the date hereof are for the
accounts of all of the Banks  (pursuant to their  respective Pro Rata Shares
thereof).  Such Commitment Fees from the date hereof  through  December 31, 2000
shall be  calculated  under  paragraph (a) of Section  2.6.  Each of the Banks
hereby  agrees that if it receives  any amount under the Agreement which is for
the account of any of the other Banks, it shall receive the same for the account
of such  other  Bank(s) to the extent of such other  Bank's  interest  therein
and shall  promptly  pay the same to such other Bank. The execution of this
Amendment by the Borrower, the Agent and each of the Existing Banks is evidence
of their consent to the addition of LaSalle as a Bank under the Agreement.

         8.   The  definition  of "Term" in  Section  1.1 of the  Agreement  is
hereby  amended  to  provide as follows:

              "Term"  means the  period  from the  Effective  Date up to and
         including  March 31, 2003;  except that (i) all, but not less than all,
         of the  Banks  may,  in their  sole  discretion,  extend  such Term for
         additional   one-year  periods  by  notifying  Borrower  of  each  such
         extension  at  least 12  months  prior  to the  expiration  of the then
         current Term end of their intention to extend the Term by an additional
         year; and (ii) Agent may terminate Banks' obligations  hereunder at any
         time  prior  to such  stated  maturity  date or any  extension  thereof
         pursuant to Article 6 herein.

         9.   The  definition of "EBITDA" in Section  2.5(b) of the Agreement is
hereby  amended to provide as follows:

         As used herein,  the term "EBITDA" as of any date shall mean Borrower's
net  income  before  taxes,  plus  interest  expense,  plus  depreciation,  plus
amortization,  as determined in accordance  with generally  accepted  accounting
principles  consistently  applied,  for the four quarter  period ended as of the
then most recent  fiscal  quarter-end  or fiscal  year-end  for which  financial
statements have been delivered to Banks pursuant to Sections 5.1(a)(i) or (iii).

         10.  Section  5.1(e)(i) of the  Agreement is hereby  deleted in its
entirety and in its place shall be substituted the following:

              (i)      Have a Net Worth of not less than  $93,500,000.00  as
         of the end of each fiscal quarter during the Term hereof.

         11.  The  Borrowing Base  Certificate  (as  defined  in the  Agreement)
attached as Exhibit E to the  Agreement,  shall be amended  and  restated in the
form of that certain  Borrowing Base  Certificate  attached hereto as Exhibit E.
All references in the Agreement to the "Borrowing  Base  Certificate"  and other
references of similar  import shall  hereafter be amended and deemed to refer to
the Borrowing Base Certificate in the form of that attached hereto as Exhibit E,
which shall be submitted by Borrower to Banks as required in the Agreement.

         12.  The form of Notice of  Borrowing  (as  defined  in the  Agreement)
attached as Exhibit F to the  Agreement,  shall be amended  and  restated in the
form of that  certain  Notice of  Borrowing  attached  hereto as  Exhibit F. All
references in the Agreement to the "Notice of Borrowing" and other references of


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<PAGE>


similar  import shall  hereafter be amended and deemed to refer to the Notice of
Borrowing in the form of that attached hereto as Exhibit F.

         13.  The Agent and the Existing Banks make no representation or
warranty in  connection  with,  and shall have no  responsibility  with  respect
to, the solvency,  financial condition,  or statements of the Borrower,  or the
validity and  enforceability  of the  obligations  of the  Borrower  in  respect
of the Agreement or any Note.  LaSalle acknowledges  that it has,  independently
and without  reliance on the Agent or any of the Existing  Banks,  and based on
such documents  and  information  as it has deemed  appropriate,  made its own
credit analysis and decision to enter into this  Amendment and to become a party
to the Agreement as a Bank, and LaSalle will continue to be responsible  for
making its own independent  appraisal of the business,  affairs and financial
condition of the Borrower.

         14.  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.

         15.  The Agreement, as hereby amended, and the Notes, as hereby
amended, are and shall remain the binding  obligations  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  and the Notes  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.

         16.  All  references  in the  Agreement to "this  Agreement" and to the
"Notes" and any other  references of similar  import shall  henceforth  mean the
Agreement or the Notes,  as the case may be, as amended by this  Amendment.  All
references in the Notes or other documents to "the Agreement" and to the "Notes"
and any other  references of similar import shall  henceforth mean the Agreement
or the Notes, as the case may be, as amended by this Amendment.

         17.  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.

         18.  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.

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<PAGE>


         19.  ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT OR TO
FOREBEAR FROM  ENFORCING  REPAYMENT OF A DEBT,  INCLUDING  PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE.  TO PROTECT BORROWER, AGENT AND BANKS FROM
ANY  MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY AGREEMENTS  REACHED BY BORROWER,
AGENT AND BANKS COVERING SUCH MATTERS ARE CONTAINED IN THIS AMENDMENT, THE NOTES
AND THE AGREEMENT,  WHICH  CONSTITUTE A COMPLETE AND EXCLUSIVE  STATEMENT OF THE
AGREEMENTS BETWEEN BORROWER, AGENT AND BANKS EXCEPT AS BORROWER, AGENT AND BANKS
MAY  LATER  AGREE IN  WRITING  TO  MODIFY.  THIS  AMENDMENT,  THE  NOTES AND THE
AGREEMENT  EMBODY THE ENTIRE  AGREEMENT  AND  UNDERSTANDING  BETWEEN THE PARTIES
HERETO AND SUPERSEDE ALL PRIOR AGREEMENTS AND  UNDERSTANDINGS  (ORAL OR WRITTEN)
RELATING TO THE SUBJECT MATTER HEREOF.

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

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

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         IN WITNESS  WHEREOF  the  parties  hereto  have  executed  this  Second
Amendment to Amended and Restated Credit  Agreement as of the day and year first
above written on this 8th day of November, 2000.

                                    SHOE CARNIVAL, INC.

                                        /s/ W. Kerry Jackson
                                    By: -----------------------------
                                        W. Kerry Jackson, Vice President,
                                              Chief Financial Officer
                                                   and Treasurer

Commitment:                         FIRSTAR BANK, N. A.
Facility A:  $21,500,000.00 (30.71429%)
                                        /s/ J. Eric Hartman
                                    By: -----------------------------
                                        J. Eric Hartman, Vice President

Commitment:                         OLD NATIONAL BANK
Facility A:  $12,000,000.00 (17.14285%)
                                        /s/ John Lamb
                                    By: -----------------------------
                                        John Lamb, Vice President

Commitment:                         FIRST UNION NATIONAL BANK
Facility A:  $21,500,000.00 (30.71429%)
                                        /s/ Timothy N. Hyslop
                                    By: -----------------------------
                                        Timothy N. Hyslop, Senior Vice President

Commitment:                         LASALLE BANK NATIONAL ASSOCIATION
Facility A:  $15,000,000.00 (21.42857%)
                                        /s/ John Beardslee
                                    By: -----------------------------
                                        John Beardslee, Vice President

                                    FIRSTAR BANK, N. A., AS AGENT

                                        /s/ J. Eric Hartman
                                    By: -----------------------------
                                        J. Eric Hartman, Vice President




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