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

                  THIS  AMENDMENT  TO AMENDED  AND  RESTATED  CREDIT  AGREEMENT,
effective  as of the 24th day of March,  2000 is made by and between  MERCANTILE
BANK NATIONAL ASSOCIATION, a national banking association ("Mercantile"),  FIRST
UNION NATIONAL BANK, a national bank ("First  Union"),  and OLD NATIONAL BANK, a
national bank ("Old National," and collectively  with Mercantile and First Union
referred to herein as "Banks"),  and  MERCANTILE  BANK NATIONAL  ASSOCIATION,  a
national  banking  association,  as agent for the Banks (in such  capacity,  the
"Agent"), and SHOE CARNIVAL, INC. ("Borrower").

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

                  WHEREAS,  Banks,  Agent and  Borrower are parties to a certain
Amended and Restated  Credit  Agreement  dated as of April 16, 1999 (as amended,
the  "Agreement"),  pursuant to which Banks have  agreed to loan  Borrower  such
sums, not to exceed $45,000,000.00  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 April 16, 1999 made by
Borrower payable to the order of Mercantile in the original  principal amount of
Seventeen Million Five Hundred Thousand Dollars  ($17,500,000.00),  by a certain
Promissory  Note dated April 16,  1999 made by Borrower  payable to the order of
Old  National  in  the  original   principal   amount  of  Ten  Million  Dollars
($10,000,000.00),  and by a certain Promissory Note dated April 16, 1999 made by
Borrower payable to the order of First Union in the original principal amount of
Seventeen  Million Five Hundred Thousand Dollars  ($17,500,000.00)  (as amended,
the "Notes");

                  WHEREAS,  Borrower,  Agent and Banks wish to further amend the
Agreement and the Notes to increase the maximum  principal  amount  available to
Borrower  thereunder,  to extend the term thereof,  to change certain  covenants
contained in the Agreement 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   Fifty-Five   Million   Dollars
         ($55,000,000.00),  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  Amendment to Amended and  Restated  Credit  Agreement
         dated as of March 24, 2000.

                  2.       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,
         2002 shall end on such date.

                                       1
<PAGE>

                  3.       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 and C attached to that
         certain  Amendment to Amended and Restated Credit Agreement dated March
         24, 2000,  evidencing the obligation of Borrower to repay the Loans and
         amounts outstanding under any Reimbursement Agreements.

                  4.       The Note of  Borrower  payable  to the order of
Mercantile shall  hereafter  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
restated in the form of that Note  attached to this  Amendment  as Exhibit B and
amended 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.

                  5.       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  39.0909%  for  Mercantile,
         21.8182% for Old National, and 39.0909% for First Union.

                  6.       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, 2002;  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.

                  7.       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  $93,344,000.00
         as of the end of each fiscal quarter  during the Term hereof,  less the
         aggregate  amount of  Distributions  made by Borrower after the date of
         this  Agreement to  repurchase  its capital  stock as  permitted  under
         Section 5.2(e) herein,  provided that any such reduction in the minimum
         Net Worth  requirement of this Section 5.1(e)(i) for any such aggregate
         stock repurchases shall not exceed $10,000,000.00.

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

                                       2
<PAGE>

                  9.       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.

                  10.      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 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.

                  11.      Borrower agrees to pay to Agent for the benefit of
Banks an amendment fee in the amount of Fifteen Thousand Dollars  ($15,000.00),
which amendment fee shall be distributed  by Agent to the Banks as follows:
$6,000.00 to Mercantile, $3,000.00 to Old National and $6,000.00 to First Union.

                  12.      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.

                  13.      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.

                  14.      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.

                                       3
<PAGE>

                  15.      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.

                  16.      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.

                  17.      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.

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


                  19.      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.

                  IN WITNESS  WHEREOF the  parties  hereto  have  executed  this
Amendment to Amended and Restated Credit  Agreement as of the day and year first
above written on this 24th day of March, 2000.

                                      SHOE CARNIVAL, INC.



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

                                       4
<PAGE>


Commitment:                         MERCANTILE BANK
Facility A:                         NATIONAL ASSOCIATION
  $21,500,000.00 (39.0909%)


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


Commitment:                         OLD NATIONAL BANK
Facility A:
  $12,000,000.00 (21.8182%)

                                    By: /s/ John Lamb
                                       -----------------------------------------
                                       John Lamb, Vice President


Commitment:                         FIRST UNION NATIONAL BANK
Facility A:
  $21,500,000.00 (39.0909%)

                                    By: /s/ Richard P. Silva
                                       -----------------------------------------
                                       Richard P. Silva, Senior Vice President


                                    MERCANTILE BANK
                                    NATIONAL ASSOCIATION, AS AGENT



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


<PAGE>