EXHIBIT 10.2

SHOE CARNIVAL,
INC.2000 STOCK OPTION AND INCENTIVE
PLAN (AS AMENDED)

**1.****Plan Purpose**. The purpose of the Plan is to promote the long-term interests of the
Company and its shareholders by providing a means for attracting and retaining
Directors and officers and key employees of the Company and its Affiliates.

**2.****Definitions**. The following definitions are applicable to the Plan:

"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Company as such terms are defined in Section 424(e) and (f),
respectively, of the Code.

"Annual
Return To Shareholders" -- means the Company's return to shareholders as
represented by share price appreciation plus dividends paid on one share of
stock during any Year during a Restricted Period.

"Award" -- means the grant by the
Committee of an Incentive Stock Option, a Non-Qualified Stock Option, or Restricted Stock, or any combination thereof,
as provided in the Plan.

"Board" -- means the Board of
Directors of the Company.

"Business
Criteria" -- means any one or any combination of Annual Return to Shareholders,
Total Net Sales, Net Earnings, Net Earnings before Nonrecurring Items, Return on
Equity, Return on Assets, EPS, EBITDA or EBITDA before Nonrecurring Items, in
each case during any Year during a Restricted Period.

"Change
in Control" -- means each of the events specified in the following clauses (i)
through (iii): (i) any third person, including a "group" as defined in Section
13(d)(3) of the Exchange Act shall, after the date of the adoption of the Plan
by the Board, first become the beneficial owner of shares of the Company with
respect to which 25% or more of the total number of votes for the election of
the Board of Directors of the Company may be cast, (ii) as a result of, or in
connection with, any cash tender offer, exchange offer, merger or other business
combination, sale of assets or contested election, or combination of the
foregoing, the persons who were directors of the Company shall cease to
constitute a majority of the Board of Directors of the Company or (iii) the
stockholders of the Company shall approve an agreement providing either for a
transaction in which the Company will cease to be an independent publicly owned
entity or for a sale or other disposition of all or substantially all the assets
of the Company.

"Code" -- means the Internal Revenue
Code of 1986, as amended.

"Committee" -- means the Committee
referred to in Section 3 hereof.

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"Company" -- means Shoe Carnival,
Inc., an Indiana corporation.

"Continuous Service" -- means the absence of any interruption or
termination of service as a Director or an employee of the Company or an
Affiliate. Service shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
in the case of any transfer between the Company and an Affiliate or any
successor to the Company.

"Director" means any person who
serves as a member of the Board.

"EBITDA"
for any Year means -- the consolidated earnings before interest, taxes,
depreciation and amortization of the Company as reflected in the Company's
audited consolidated financial statements for the Year.

"EBITDA
before Nonrecurring Items" means -- for any Year EBITDA of the Company before
any extraordinary or unusual one-time nonrecurring expenses or other charges as
reflected in the Company's audited consolidated financial statements for the
Year.

"Employee" -- means any person, including an officer or Director, who is
employed by the Company or any Affiliate.

"EPS" for
any Year means -- diluted earnings per share of the Company, as reported in the
Company's audited consolidated financial statements for the Year.

"Exchange Act" -- means the
Securities Exchange Act of 1934, as amended.

"Exercise
Price" -- means the price per Share at which the Shares subject to an Option may
be purchased upon exercise of such Option.

"Incentive Stock Option" -- means an option to purchase Shares granted by
the Committee pursuant to the terms of the Plan which is intended to qualify
under Section 422 of the Code.

"Market
Value" -- means the last reported sale price on the date in question (or, if
there is no reported sale on such date, on the last preceding date on which any
reported sale occurred) of one Share on the principal exchange on which the
Shares are listed for trading, or if the Shares are not listed for trading on
any exchange, on the NASDAQ National Market System or any similar system then in
use, or, if the Shares are not listed on the NASDAQ National Market System, the
mean between the closing high bid and low asked quotations of one Share on the
date in question as reported by NASDAQ or any similar system then in use, or, if
no such quotations are available, the fair market value on such date of one
Share as the Committee shall determine.

"Net
Earnings" for any Year means -- the consolidated net earnings of the Company, as
reported in the Company's audited consolidated financial statements for the
Year.

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"Net
Earnings before Nonrecurring Items" means -- for any Year the Net Earnings of
the Company before any extraordinary or unusual one-time nonrecurring expenses
or other charges as reflected in the Company's audited consolidated financial
statements for the Year.

"Non-Qualified Stock Option" -- means an option to purchase Shares
granted by the Committee pursuant to the terms of the Plan, which option is not
intended to qualify under Section 422 of the Code.

"Option" -- means an Incentive Stock
Option or a Non-Qualified Stock Option.

"Participant" -- means any Director or any officer or key employee of the
Company or any Affiliate who is selected by the Committee to receive an Award.

"Performance Target(s)" -- means the specific objective goal or goals
(which may be cumulative and/or alternative) that are timely set forth in
writing by the Committee for each Employee for the Restricted Period in respect
of any one or more of the Business Criteria.

"Plan" -- means this 2000 Stock
Option and Incentive Plan of the Company.

"Reorganization" -- means the liquidation or dissolution of the Company
or any merger, consolidation or combination of the Company (other than a merger,
consolidation or combination in which the Company is the continuing entity and
which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property or any combination
thereof).

"Restricted Period" -- means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 9
hereof with respect to Restricted Stock awarded under the Plan.

"Restricted Stock" -- means Shares which have been contingently awarded
to a Participant by the Committee subject to the restrictions referred to in
Section 9 hereof, so long as such restrictions are in effect.

"Return
on Assets" for any Year means -- Net Earnings (as reported in the Company's
audited consolidated financial statements for the Year) divided by the average
of the total assets of the Company at the end of the fiscal quarters of the
Year.

"Return
on Equity" for any Year means -- the Net Earnings (as reported in the Company's
audited consolidated financial statements for the Year) divided by the
shareholders equity of the Company at the beginning of each Year.

"Securities Act" -- means the
Securities Act of 1933, as amended.

"Shares" -- means the Common Stock,
$.01 par value, of the Company.

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"Total
Net Sales" for any Year -- means the Company's total net sales as reported in
the Company's consolidated audited financial statements for the Year.

"Year" --
means any one or more fiscal years of the Company commencing on or after January
30, 2000 that represent(s) the applicable Restricted Period.

3.Administration.The Plan shall be
administered by the Committee, which shall consist of two or more members of the
Board, each of whom shall be a "non-employee director" as provided under Rule
16b-3 of the Exchange Act, and an "outside director" as provided under Code
Section 162(m). The members of the Committee shall be appointed by the Board.
Except as limited by the express provisions of the Plan, the Committee shall
have sole and complete authority and discretion to (a) select Participants and
grant Awards; (b) determine the number of Shares to be subject to types of
Awards generally, as well as to individual Awards granted under the Plan; (c)
determine the terms and conditions upon which Awards shall be granted under the
Plan; (d) prescribe the form and terms of instruments evidencing such grants;
(e) establish procedures and regulations for the administration of the Plan; (f)
interpret the Plan; and (g) make all determinations deemed necessary or
advisable for the administration of the Plan.

A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Committee without a meeting, shall be
acts of the Committee. All determinations and decisions made by the Committee
pursuant to the provisions of the Plan shall be final, conclusive and binding on
all persons, and shall be given the maximum deference permitted by law.

4.Participants. The Committee may select from time to time Participants in
the Plan from those Directors and officers and key employees of the Company or
its Affiliates who, in the opinion of the Committee, have the capacity for
contributing in a substantial measure to the successful performance of the
Company or its Affiliates.

5.Shares Subject to
Plan. Subject to adjustment by the
operation of Section 10 hereof, the maximum number of Shares with respect to
which Awards may be made under the Plan is 2,000,000 Shares. The number of
Shares which may be granted under the Plan to any Participant during any
calendar year of the Plan under all forms of Awards shall not exceed 300,000
Shares. The Shares with respect to which Awards may be made under the Plan may
either be authorized and unissued shares or issued shares heretofore or
hereafter reacquired and held as treasury shares. With respect to any Option
which terminates or is surrendered for cancellation or with respect to
Restricted Stock which is forfeited, new Awards may be granted under the Plan
with respect to the number of Shares as to which such termination or forfeiture
has occurred.

6.General Terms and Conditions of
Options.The Committee shall have full and complete authority and discretion,
except as expressly limited by the Plan, to grant Options and to provide the
terms and conditions (which need not be identical among Participants) thereof.
In particular, the Committee shall prescribe the following terms and conditions:
(i) the Exercise Price (which shall not be less than the Market Value per Share
on the date the Option is granted), (ii) the number of Shares subject to, and
the expiration date of, any Option, (iii) the manner, time and rate (cumulative
or otherwise) of exercise of such Option, and (iv) the restrictions, if any, to
be placed upon such Option or upon Shares which may be issued upon exercise of
such Option.

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**7.****Exercise of Options**.

(a) Except as provided in Section 13, an Option granted under
the Plan shall be exercisable during the lifetime of the Participant to whom
such Option was granted only by such Participant, and except as provided in
paragraphs (c), (d) and (e) of this Section 7, no such Option may be exercised
unless at the time such Participant exercises such Option, such Participant has
maintained Continuous Service since the date of the grant of such
Option.

(b) To exercise an Option under the Plan, the Participant must
give written notice to the Company specifying the number of Shares with respect
to which such Participant elects to exercise such Option together with full
payment of the Exercise Price. The date of exercise shall be the date on which
such notice is received by the Company. Payment may be made either (i) in cash
(including check, bank draft or money order), (ii) by tendering Shares already
owned by the Participant and having a Market Value on the date of exercise equal
to the Exercise Price, or (iii) by any other means determined by the Committee
in its sole discretion, including permitting a Participant to elect to pay the
Exercise Price upon the exercise of an Option by authorizing a third party to
sell the Shares (or a sufficient portion of the Shares) acquired upon exercise
of the Option and remit to the Company a sufficient portion of the sale proceeds
to pay the Exercise Price and any tax withholding resulting from such
exercise.

(c) If the Continuous Service of a Participant is terminated
for cause, or voluntarily by the Participant for any reason other than death,
disability or retirement, all rights under any Options granted to such
Participant shall terminate immediately upon such Participant's cessation of
Continuous Service, and the Participant shall (unless the Committee in its sole
discretion waives this requirement) repay to the Company within 10 days the
amount of any gain realized by the Participant upon any exercise within the
90-day period prior to the cessation of Continuous Service of any Options
granted to such Participant under the Plan. If the Continuous Service of a
Participant is terminated by reason of death, disability or retirement, such
Participant may exercise such Option, but only to the extent such Participant
was entitled to exercise such Option at the date of such cessation, at any time
during the remaining term of such Option, or, in the case of Incentive Stock
Options, during such shorter period as the Committee may determine and so
provide in the applicable instrument or instruments evidencing the grant of such
Option. If a Participant shall cease to maintain Continuous Service for any
reason other than those set forth above in this paragraph (c) of this Section 7,
such Participant may exercise such Option to the extent that such Participant
was entitled to exercise such Option at the date of such cessation but only
within 90 days immediately succeeding such cessation of Continuous Service, and
in no event after the expiration date of the subject Option; provided, however,
that such right of exercise after cessation of Continuous Service shall not be
available to a Participant if the Company otherwise determines and so provides
in the applicable instrument or instruments evidencing the grant of such
Option.

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(d) In the event of the death of a Participant while in the
Continuous Service of the Company or an Affiliate, the person to whom any Option
held by the Participant at the time of his death is transferred by will or by
the laws of descent and distribution may exercise such Option on the same terms
and conditions that such Participant was entitled to exercise such Option. At
the time of the death of the Participant, all Options theretofore granted to the
Participant and not fully exercisable shall terminate.Following the death of any Participant to whom an Option was granted
under the Plan, the Committee, as an alternative means of settlement of such
Option, may elect to pay to the person to whom such Option is transferred the
amount by which the Market Value per Share on the date of exercise of such
Option shall exceed the Exercise Price of such Option, multiplied by the number
of Shares with respect to which such Option is properly exercised. Any such
settlement of an Option shall be considered an exercise of such Option for all
purposes of the Plan.

(e) Notwithstanding the provisions of the foregoing paragraphs
of this Section 7, the Committee may, in its sole discretion, establish
different terms and conditions pertaining to the effect of the cessation of
Continuous Service, to the extent permitted by applicable federal and state law.

8.Incentive Stock
Options.Incentive Stock Options may be granted only to Participants who are
Employees. Any provisions of the Plan to the contrary notwithstanding, (i) no
Incentive Stock Option shall be exercisable more than ten years from the date
such Incentive Stock Option is granted, (ii) the Exercise Price of any Incentive
Stock Option shall not be less than the Market Value per Share on the date such
Incentive Stock Option is granted, (iii) any Incentive Stock Option shall not be
transferable by the Participant to whom such Incentive Stock Option is granted
other than by will or the laws of descent and distribution and shall be
exercisable during such Participant's lifetime only by such Participant, and
(iv) no Incentive Stock Option shall be granted which would permit a Participant
to acquire, through the exercise of Incentive Stock Options in any calendar
year, Shares or shares of any capital stock of the Company or any Affiliate
thereof having an aggregate Market Value (determined as of the time any
Incentive Stock Option is granted) in excess of $100,000. The foregoing
limitation shall be determined by assuming that the Participant will exercise
each Incentive Stock Option on the date that such Option first becomes
exercisable. Notwithstanding the foregoing, in the case of any Participant who,
at the date of grant, owns stock possessing more than 10% of the total combined
voting power of all classes of capital stock of the Company or any Affiliate,
the Exercise Price of any Incentive Stock Option shall not be less than 110% of
the Market Value per Share on the date such Incentive Stock Option is granted
and such Incentive Stock Option shall not be exercisable more than five years
from the date such Incentive Stock Option is granted. Notwithstanding any other
provisions of this Plan, if for any reason any Option granted under this Plan
that is intended to be an Incentive Stock Option shall fail to qualify as an
Incentive Stock Option, such Option shall be deemed to be a Non-Qualified Stock
Option, and such Option shall be deemed to be fully authorized and validly
issued under this Plan.

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9.Terms and Conditions of Restricted
Stock.The Committee shall have full and complete authority, subject to the
limitations of the Plan, to grant awards of Restricted Stock and, in addition to
the terms and conditions contained in paragraphs (a) through (g) of this Section
9, to provide such other terms and conditions (which need not be identical among
Participants) in respect of such Awards, and the vesting thereof, as the
Committee shall determine and provide in the agreement referred to in paragraph
(d) of this Section 9. Notwithstanding any other provisions of this Plan, the
Committee shall have full and complete discretion, at the time of the grant of
an award of Restricted Stock, to determine whether or not the grant of
Restricted Stock is intended to qualify as "performance-based compensation"
under Section 162(m) of the Code.

(a) At the time of an award of Restricted Stock, the Committee
shall establish for each Participant a Restricted Period during which or at the
expiration of which, the Shares of Restricted Stock shall vest. The Committee
may also restrict or prohibit the sale, assignment, transfer, pledge or other
encumbrance of the Shares of Restricted Stock by the Participant during the
Restricted Period. Except for such restrictions, and subject to paragraphs (c),
(d) and (e) of this Section 9 and Section 10 hereof, the Participant as owner of
such Shares shall have all the rights of a stockholder, including but not
limited to, the right to receive all dividends paid on such Shares and the right
to vote such Shares. Except in the case of grants of Restricted Stock which are
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code, the Committee shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall lapse with
respect to any Shares of Restricted Stock prior to the expiration of the
Restricted Period with respect thereto, or to remove any or all of such
restrictions, whenever it may determine that such action is appropriate by
reason of changes in applicable tax or other laws or other changes in
circumstances occurring after the commencement of such Restricted
Period.

(b) Except as provided in Section 12 hereof, if a Participant
ceases to maintain Continuous Service for any reason (other than death, total or
partial disability or retirement) unless the Committee shall otherwise
determine, all Shares of Restricted Stock theretofore awarded to such
Participant and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (a) of this Section 9 shall
upon such termination of Continuous Service be forfeited and returned to the
Company. If aParticipant ceases to maintain
Continuous Service by reason of death or total or partial disability, then the
restrictions with respect to the Ratable Portion of the Shares of Restricted
Stock shall lapse and such Shares shall be free of restrictions and shall not be
forfeited. The Ratable Portion shall be determined with respect to each separate
Award of Restricted Stock issued and shall be equal to (i) the number of Shares
of Restricted Stock awarded to the Participant multiplied by the portion of the
Restricted Period that expired at the date of the Participant's death or total
or partial disability reduced by (ii) the number of Shares of Restricted Stock
awarded with respect to which the restrictions had lapsed as of the date of the
death or total or partial disability of the Participant.

(c) Each certificate issued in respect of Shares of Restricted
Stock awarded under the Plan shall be registered in the name of the Participant
and deposited by the Participant, together with a stock
power endorsed in blank, with the Company and shall bear the following (or a
similar) legend:

"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions (including
forfeiture) contained in the 2000 Stock Option and Incentive Plan of Shoe
Carnival, Inc., and an Agreement entered into between the registered owner and
Shoe Carnival, Inc. Copies of such Plan and Agreement are on file in the office
of the Secretary of Shoe Carnival, Inc.

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(d) At the time of an award of Shares of Restricted Stock, the
Participant shall enter into an Agreement with the Company in a form specified
by the Committee, agreeing to the terms and conditions of the award and to such
other matters as the Committee shall in its sole discretion
determine.

(e) At the time of an award of Shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the Participant
of dividends declared or paid on such Shares by the Company or a specified
portion thereof, shall be deferred until the earlier to occur of (i) the lapsing
of the restrictions imposed under paragraph (a) of this Section 9 or (ii) the
forfeiture of such Shares under paragraph (b) of this Section 9, and shall be
held by the Company for the account of the Participant until such time. In the
event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon as
aforesaid, shall be made upon the earlier to occur of the events specified in
(i) and (ii) of the first sentence of this paragraph (e).

(f) At the expiration of the restrictions imposed by paragraph
(a) of this Section 9, the Company shall redeliver to the Participant (or where
the relevant provision of paragraph (b) of this Section 9 applies in the case of
a deceased Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power deposited with it pursuant to paragraph (c) of
this Section 9 and the Shares represented by such certificate(s) shall be free
of the restrictions referred to in paragraph (a) of this Section 9.
Notwithstanding any other provision of this Section 9 and Section 11 to the
contrary, in the case of grants of Restricted Stock that are intended to qualify
as "performance-based compensation" under Section 162(m) of the Code, no Shares
of Restricted Stock shall become vested unless the Performance Targets with
respect to such Restricted Stock shall have been satisfied and unless the
Committee has certified, by resolution or other appropriate action in writing,
that the Performance Targets previously established by the Committee have been
satisfied. If the vesting of Shares of Restricted Stock is accelerated after the
applicable Performance Targets have been met, the amount of Restricted Stock
distributed shall be discounted by the Committee to reasonably reflect the time
value of money in connection with such early vesting.

(g) Notwithstanding any other provision of this Section 9 to
the contrary, for purposes of qualifying grants of Restricted Stock as
"performance-based compensation" under Section 162(m) of the Code, the Committee
shall establish restrictions based upon the achievement of Performance Targets.
The specific goal or goals under the Performance Targets that must be satisfied
for the Restricted Period to lapse or terminate shall be set by the Committee on
or before the latest date permissible to enable the Restricted Stock to qualify
as "performance-based compensation" under Section 162(m) of the Code. The
Business Criteria for Performance Targets under this Section 9 shall be any one
or any combination of Annual Return to Shareholders, Total Net Sales, Net
Earnings, Net Earnings before Nonrecurring Items, Return on Equity, Return on
Assets, EPS, EBITDA or EBITDA before Nonrecurring Items. In granting Restricted
Stock that is intended to qualify under Section 162(m), the Committee shall
follow any procedures determined by it in its sole discretion from time to time
to be necessary, advisable or appropriate to ensure qualification of the
Restricted Stock under Section 162(m) of the Code.

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**10.****Adjustments Upon Changes in
Capitalization**. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares as to which Awards may be granted under the Plan and the number
and class of shares with respect to which Awards theretofore have been granted
under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Company in the manner
provided in Section 9 hereof.

**11.****Effect of Reorganization**. Awards will be affected by a Reorganization as follows:

(a) If the Reorganization is a dissolution or liquidation of
the Company then (i) the restrictions of Section 9(a) on Shares of Restricted
Stock shall lapse and (ii) each outstanding Option shall terminate, but each
Participant to whom the Option was granted shall have the right, immediately
prior to such dissolution or liquidation to exercise his Option in full,
notwithstanding the provisions of Section 8, and the Company shall notify each
Participant of such right within a reasonable period of time prior to any such
dissolution or liquidation.

(b) If the Reorganization is a merger or consolidation, upon
the effective date of such Reorganization (i) each Optionee shall be entitled,
upon exercise of his Option in accordance with all of the terms and conditions
of the Plan, to receive in lieu of Shares, shares of such stock or other
securities or consideration as the holders of Shares shall be entitled to
receive pursuant to the terms of the Reorganization; and (ii) each holder of
Restricted Stock shall receive shares of such stock or other securities as the
holders of Shares received and the certificate(s) or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Company in the manner provided in Section 9 hereof.

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The adjustments contained in this
Section and the manner of application of such provisions shall be determined
solely by the Committee.

**12.****Effect of Change of
Control.**Upon a Change in Control, unless the Committee shall have otherwise
provided in the agreement referred to in paragraph (d) of Section 9 hereof, any
Restricted Period with respect to Restricted Stock theretofore awarded to such
Participant shall lapse and all Shares awarded as Restricted Stock, including
Restricted Stock intended to qualify as "performance-based compensation" under
Section 162(m) of the Code, shall become fully vested in the Participant to whom
such Shares were awarded. If a tender offer or exchange offer for Shares (other
than such an offer by the Company) is commenced, or if an event specified in
clause (ii) or clause (iii) of the definition of a Change in Control contained
in Section 2 shall occur, unless the Committee shall have otherwise provided in
the instrument evidencing the grant of an Option, all Options theretofore
granted and not fully exercisable shall become exercisable in full upon the
happening of such event and shall remain so exercisable in accordance with their
terms; provided, however, that no Option which has previously been exercised or
otherwise terminated shall become exercisable.

**13.****Assignments and Transfers**. Except as otherwise determined by the Committee, no Award
nor any right or interest of a Participant under the Plan in any instrument
evidencing any Award under the Plan may be assigned, encumbered or transferred
except, in the event of the death of a Participant, by will or the laws of
descent and distribution.

14.Employee Rights Under the
Plan. No Director, officer, employee or
other person shall have a right to be selected as a Participant nor, having been
so selected, to be selected again as a Participant and no Director, officer,
employee or other person shall have any claim or right to be granted an Award
under the Plan or under any other incentive or similar plan of the Company or
any Affiliate. Neither the Plan nor any action taken thereunder shall be
construed as giving any employee any right to be retained in the employ of the
Company or any Affiliate.

15.Delivery and Registration of
Stock. The Company's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Company shall determine to be necessary or advisable to comply with the
provisions of the Securities Act or any other applicable federal or state
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under the Securities Act or
other securities legislation. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such shares to listing on
any stock exchange or system on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Company shall determine to be
necessary or advisable.

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16.Withholding Tax. Upon the termination of the Restricted Period with respect
to any Shares of Restricted Stock (or at any such earlier time, if any, that an
election is made by the Participant under Section 83(b) of the Code, or any
successor provision thereto, to include the value of such Shares in taxable
income), the Company may, in lieu of requiring the Participant or other person
receiving such Shares to pay the Company the amount of any taxes which the
Company is required to withhold with respect to such Shares, retain a sufficient
number of Shares held by it to cover the amount required to be withheld. The
Company shall have the right to deduct from all dividends paid with respect to
Shares of Restricted Stock the amount of any taxes which the Company is required
to withhold with respect to such dividend payments.

Where a
Participant or other person is entitled to receive Shares pursuant to the
exercise of an Option pursuant to the Plan, the Company may, in lieu of
requiring the Participant or such other person to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Shares,
retain a number of such Shares sufficient to cover the amount required to be
withheld.

17.Termination, Amendment and Modification
of Plan. The Board may at any time
terminate, and may at any time and from time to time and in any respect amend or
modify, the Plan; provided however, that to the extent necessary and desirable
to comply with Section 422 of the Code (or any other applicable law or
regulation, including requirements of any stock exchange or Nasdaq system on
which the Shares are listed or quoted) shareholder approval of any Plan
amendment shall be obtained in such a manner and to such a degree as is required
by the applicable law or regulation; and provided further, that no termination,
amendment or modification of the Plan shall in any manner affect any Award
theretofore granted pursuant to the Plan without the consent of the Participant
to whom the Award was granted or transferee of the Award.

18.Section 162(m) Conditions; Bifurcation
of Plan.It is the intent of the Company that the Plan and certain of the Awards
granted hereunder satisfy and be interpreted in a manner that, in the case of
Participants who are or may be persons whose compensation is subject to Section
162(m), satisfies any applicable requirements as performance-based compensation.
Any provision, application or interpretation of the Plan inconsistent with this
intent to satisfy the standards in Section 162(m) of the Code shall be
disregarded.Notwithstanding anything to the
contrary in the Plan, the provisions of the Plan may at any time be bifurcated
by the Board of Directors of the Company or the Committee in any manner so that
certain provision of the Plan or any Award intended (or required in order) to
satisfy the applicable requirements of Section 162(m) are only applicable to
persons whose compensation is subject to Section 162(m).

19.Effective Date and Term of
Plan.The Plan shall become effective upon its adoption by the Board of
Directors and shareholders of the Company. Unless sooner terminated under
Section 17 hereof, no further Awards may be made under the Plan after the later
of ten years from the date of (a) adoption of the Plan by the shareholders of
the Company, or (b) the approval of any amendment of the Plan by the
shareholders of the Company.

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Adopted by the Board of Directorsof Shoe Carnival, Inc. as ofMay 1, 2000 and by theshareholders of Shoe Carnival, Inc.as of June 8, 2000Amended by the Board of Directorsof Shoe Carnival, Inc. as ofMarch 10, 2004 and by theshareholders of Shoe Carnival, Inc.as of June 11, 2004Amended by the Board of Directorsof Shoe Carnival, Inc. as ofMarch 25, 2005 and by theshareholders of Shoe Carnival, Inc.as of June 14, 2005Amended by the Board of Directorsof Shoe Carnival, Inc. as ofMarch 18, 2008 and by theshareholders of Shoe Carnival, Inc.as of June 12, 2008Amended by the Board of Directorsof Shoe Carnival, Inc. as ofOctober 8, 2008


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