Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AND
NONCOMPETITION AGREEMENT 

          This
AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the "Agreement") is an amendment and complete
restatement of the Employment and Noncompetition Agreement made and entered into
as of the 31st day of December, 2006,
by and between SHOE CARNIVAL,
INC., an Indiana corporation with its
principal offices located at 7500 East Columbia Street, Evansville, Indiana (the
"Company"), and MARK L. LEMOND, an individual residing at 2477 Hidden Oak Ct., Newburgh,
Indiana (the "Employee"). This restatement is intended to conform the Agreement
to the applicable provisions of the final regulations interpreting Section 409A
of the Internal Revenue Code of 1986, as amended ("Code") and Revenue Ruling
2008-13. 

RECITALS 

          WHEREAS, the Company is one
of the leading retailers of family shoes in the United States;

          WHEREAS, the Company
desires to retain the services of the Employee upon the terms and conditions set
forth herein; and

          WHEREAS, the Employee
desires to be so employed by the Company, to be eligible for potential
compensation increases and the potential payments provided for herein;
and

          WHEREAS, the Company and
the Employee desire to enter into this Agreement to set forth the terms and
conditions of the employment relationship between the Company and the Employee;
and

          WHEREAS, in connection with
its business, the Company has expended a substantial amount of time, money, and
effort to develop and maintain its confidential, proprietary and trade secret
information, and that this information, if misused or disclosed, could be very
harmful to the Company’s business and its competitive position in the
marketplace. 

AGREEMENT 

          1. Term of
Employment. The Company hereby agrees to
employ Employee and Employee hereby agrees to be
employed by the Company, in accordance with the terms and conditions of this
Agreement. This Agreement shall become effective on December 31, 2006, and shall end on January 31, 2011. The term shall be
extended automatically for one (1) year on each February 1 ("Anniversary Date")
beginning February 1, 2009, unless either party hereto gives written notice to
the other party not more than ninety (90) days and not less than thirty (30)
days prior to an Anniversary Date, in which case no further automatic extension
shall occur and the term of this Agreement shall end three (3) years





subsequent to the Anniversary Date
immediately following such written notice (such term, including any extension is
referred to as the "Term"). Notwithstanding the foregoing, the Term shall end on
the date of Employee's voluntary retirement from the Company as provided for in
Section 5.5.

          2. Duties. The Employee is engaged by
the Company as its President and Chief
Executive Officer. Unless otherwise consented to by the Employee, the Employee's
positions with the Company shall be as its President and Chief Executive
Officer. The Employee shall have all the powers and agrees to perform all of the
duties associated with those positions, subject to the direction of the Chairman
of the Board and the Board of Directors of the Company, and to the provisions of
the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company
with all such powers as may be reasonably incident to such responsibilities; and
he shall have such other powers and duties as designated in accordance with the
Company's Bylaws and as may be assigned to him from time to time by the Chairman
of the Board and the Board of Directors. The Employee shall report directly to
the Company's Chairman of the Board and the Board of Directors and any executive
committee of the Board. The Company agrees to provide the Employee with such
accommodations as are suitable to the character of his positions with the
Company and adequate for the performance of his duties. 

          During his employment under this Agreement, the Employee
agrees to devote substantially his full time, attention and energies to the
Company's business. This Agreement shall not be construed as preventing the
Employee from investing assets in such form or manner as will not require his
services in the daily operations of the affairs of the companies in which such
investments are made. This Agreement shall also not be construed as preventing
the Employee from serving as an outside director of up to two other for-profit
companies (and such additional companies as the Board of Directors may hereafter
approve) or from participating in charitable or other not-for-profit activities
as long as such activities do not materially interfere with his work for the
Company. 

          3. Compensation of Employee. For all services rendered by the Employee under this Agreement, the
Company shall compensate the Employee as follows: 

          3.1 Base Salary. The base
salary payable to the Employee under this Agreement shall be that amount set
forth in the minutes of the Compensation Committee of the Company’s Board of
Directors dated March 13, 2006 for the period beginning January 29, 2006 and
ending February 3, 2007 ("Base Salary"), payable in accordance with the
Company's usual payroll procedures, and subject to all taxes, withholdings and
deductions as required by law and as the Employee may authorize. The
Compensation Committee of the Company’s Board of Directors will review the Base
Salary on an annual basis during the Term to determine whether the Base Salary
should be adjusted upward. Any such upward adjustment shall take effect at the
beginning of each fiscal year. The Employee’s Base Salary may not be adjusted
downward at any time during the Term. 

          3.2 Incentive Bonus. The
Employee is entitled to participate in the Company’s 2006 Executive Incentive
Compensation Plan in accordance with the terms contained therein, and in any
successor plan adopted by the Company from time to time. 

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However,
Employee agrees that the failure of the Company to award any such bonus and/or
other incentive compensation shall not give rise to any claim against the
Company. 

          4. Additional Compensation, Benefits, and
Obligations. During his employment under
this Agreement, Employee is entitled to participate in any and all employee
welfare and health benefit plans (including, but not limited to, life insurance,
health and medical, dental and disability plans, and executive supplemental
medical coverage) and other employee benefit plans, including but not limited
to, qualified pension plans, stock purchase plans, and nonqualified deferred
compensation plans, established by the Company from time to time; provided,
however, the Employee's participation in such plans is subject to the
eligibility requirements and other terms of such plans. The Company may change,
amend or discontinue any of its employee welfare and health benefit plans at any
time during the Term, and nothing in this Agreement shall obligate the Company
to institute, maintain or refrain from changing, amending or discontinuing any
such plans or programs. 

          5. Termination of
Employment. Employee’s employment may be
terminated as follows: 

          5.1 Termination Due
to Death. If the Employee dies during the Term, this Agreement shall terminate as
of the date of the Employee's death and the Employee's benefits shall be
determined in accordance with the survivor's benefits, insurance and other
applicable programs of the Company then in effect. Within fifteen (15) business
days of the Employee's death, the Company shall pay the Employee's designee or
his estate (a) that portion of his then Base Salary which shall have been earned
through the termination date and (b) a lump sum payment in an amount determined
by multiplying seventy percent (70%) of his Base Salary for the fiscal year in
which the death occurs by a fraction, the numerator of which is the number of
days elapsed in such fiscal year through the termination date and the
denominator of which is 365. 

          5.2 Termination Due
to Disability. If the Employee suffers a Disability (as defined in Section
6.2) during the Term, the Company shall have the right to terminate this
Agreement by giving the Employee a Notice of Termination (as defined in Section
6.5), which has attached to it a copy of the medical opinion that forms the
basis of the determination of Disability. The Employee's employment shall
terminate at the close of business on the last day of the Notice Period (as
defined in Section 6.6). 

          Upon the termination of this Agreement because of Disability,
the Company shall pay the Employee within fifteen (15) business days of the
termination date (a) that portion of his then Base Salary which shall have been
earned through the termination date and (b) a lump sum payment in an amount
determined by multiplying seventy percent (70%) of his Base Salary for the
fiscal year in which the termination occurs by a fraction, the numerator of
which is the number of days elapsed in such fiscal year through the termination
date and the denominator of which is 365. The Employee shall also be entitled to
receive any applicable disability insurance benefits resulting from any
insurance or other employee benefit programs of the Company. 

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          5.3 Termination by
the Company for Cause or by the Employee
Without Good Reason. At any time during the
Term, the Company may terminate this Agreement for Cause (as defined in Section
6.1) by giving the Employee a Notice of Termination, which has attached to it
copies of the Board determination that forms the basis of the Company's action.
The Employee's employment shall terminate at the close of business on the last
day of the Notice Period.

          At any time during the Term, the Employee may terminate this
Agreement without Good Reason (as defined in Section 6.3 hereof) by giving the
Board of Directors of the Company a Notice of Termination. The Employee's
employment by the Company shall terminate at the close of business on the last
day of the Notice Period.

          Within fifteen (15) business days after such termination date,
the Company shall pay the Employee that portion of his then Base Salary which
shall have been earned through the termination date.

          5.4 Termination by
the Company Without Cause or by the
Employee for Good
Reason. At any time during the Term, the Board of Directors of the Company may
terminate this Agreement without Cause by giving the Employee a Notice of
Termination, and the Employee's employment by the Company shall terminate at the
close of business on the last day of the Notice Period.

          At any time during the Term, the Employee may terminate this
Agreement with Good Reason if all of the following conditions are satisfied: (a)
Employee gives the Company a Notice of Termination that describes the condition
claimed to constitute Good Reason within ninety (90) calendar days of the
initial existence of the condition; (b) the Company does not remedy the
condition within thirty (30) calendar days of the Company's receipt of the
Notice of Termination; and (c) Employee gives the Company another Notice of
Termination during the six (6) month period following the end of the cure period
described in clause (b). The Employee's employment shall terminate at the close
of business on the last day of the Notice Period of the second Notice of
Termination.

          Within fifteen (15) business days after such termination date,
the Company shall pay to the Employee (a) that portion of his then Base Salary
which shall have been earned through the termination date; (b) a lump sum
payment in an amount equal to seventy percent (70%) of the product of (i) times
(ii), where (i) is his Base Salary for the fiscal year in which the termination
occurs, and (ii) is a fraction, the numerator of which is the number of days
elapsed in such fiscal year through the termination date and the denominator of
which is 365; and (c) an additional lump sum payment in an amount equal to three
times one hundred seventy percent (170%) of the Employee's Base Salary for the
fiscal year in which the termination occurs. The Company shall also provide the
Employee with the Medical and Dental 

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Benefits (as
defined in Section 6.4) for a period of thirty-six (36) calendar months after
the calendar month in which the termination date occurs or until the earlier
date on which the obligation to provide Medical and Dental Benefits ends
pursuant to Section 6.4. All of Employee's stock options granted after the date
of this Agreement shall contain provisions requiring that such options shall
automatically vest upon the termination of Employee under this Section 5.4 and
all of such options shall be exercisable by Employee during the remainder of
their respective terms. In the event of termination of this Agreement without
Cause or for Good Reason, such termination shall not be deemed to be a voluntary
termination by Employee for purposes of any stock option or equity incentive
plans of the Company, and any outstanding stock options may be exercised at any
time during the remainder of the term of the option. In addition, all shares of
restricted stock granted to the Employee after the date of this Agreement, which
are not intended to qualify as “performance based compensation” under Section
162(m) of the Code shall contain provisions which shall provide for immediate
vesting upon Termination without Cause or for Good Reason.

          5.5 Termination by the Employee Upon
Retirement. At any time during the Term, the Employee may terminate this
Agreement by giving the Company a Notice of Termination advising the Company
that he intends to voluntarily retire in accordance with the Company's
retirement policies on a date specified in the Notice of Termination. The
Employee's employment shall terminate on the date specified in the Notice of
Termination. 

          Subject to Section 5.12, within fifteen (15) business days
after such termination date, the Company shall pay the Employee (a) that portion
of his then Base Salary which shall have been earned through the termination
date; and (b) a lump sum payment in an amount equal to seventy percent (70%) of
the product of (i) times (ii), where (i) is Employee's Base Salary for the
fiscal year in which the termination occurs, and (ii) is a fraction, the
numerator of which is the number of days elapsed in such fiscal year through the
termination date and the denominator of which is 365.

          5.6 Accrued
Compensation and Benefits.
Notwithstanding any other provision of this
Agreement, upon termination of Employee's employment for any reason, Employee
shall be entitled to receive all accrued but unpaid compensation, bonuses and
benefits under all of the Company's compensation, bonus and benefit plans in
which employee is a participant, all in accordance with the terms of such plans.
These plans include, without limitation, the Company's 401(k) plan, deferred
compensation plan and bonus plans which are earned in a fiscal year, but paid in
the following year.

          5.7 Internal Revenue Code Limits. Should any payments by the Company
to or for the benefit of Employee under this Agreement constitute an "excess
parachute payment" within the meaning of Section 280G of the Code, then the
Company shall pay Employee an additional amount of money (the "Gross-Up
Payment") that will equal the sum of (a) all excise or other taxes imposed upon
Employee by Section 4999 of the Code (excluding any penalties or interest) and
(b) all additional state and federal taxes, interest and/or penalties
attributable to the additional payments made to Employee pursuant to this
Section 5.7. If an excise tax is imposed pursuant to Section 4999 of the Code,
Employee agrees to immediately notify the Company within ten (10) days of the
event, in writing, and Employee hereby gives the Company the right to challenge
said

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imposition. Any Gross-Up
Payment due under this Section 5.7 shall be paid in a lump sum as soon as it can
be calculated, but in no event later than 30 days after the date the Employee
remits the related taxes.

          5.8 Payroll Withholdings. The Company may withhold from any
compensation or benefits payable under this Agreement all federal, state, city,
or other taxes or deductions as may be required pursuant to any law or
governmental regulation or ruling.

          5.9 Compliance With Post-Employment
Restrictions. If Employee breaches any of
the covenants or provisions set forth in Sections 7 and 8 of this Agreement,
then in such event the Company shall have the right immediately and permanently
to discontinue payment and provision of any of the severance compensation and
benefits payable under this Agreement. The Employee and the Company acknowledge
and agree that such remedy is in addition to, and not in lieu of, any and all
other legal and/or equitable remedies that may be available to the Company in
connection with the Employee's breach or threatened breach of any of the
covenants or provisions of this Agreement.

          5.10 Mitigation or
Reduction of Benefits.
Employee shall not be required to mitigate
the amount of any payments provided for in this Section 5 by seeking other
employment or otherwise. Except as specifically set forth herein, the amount of
any payment for benefits provided in this Section 5 shall not be reduced by any
compensation or benefits or the amount paid to or earned by the Employee as a
result of employment by another employer after the Employee's termination date
or otherwise.

          5.11 Release
Agreement. As a condition of receiving
the severance benefits described in Section 5, Employee will be required to sign
a standard release agreement acceptable to the Company in which he releases and
waives all claims which he may have against the Company or any affiliate,
employee, shareholder, officer, director, agent or representative of the Company
(except for his rights under this Agreement or any other vested rights Employee
may have under any insurance, pension, employee stock ownership or stock option
or equity incentive plans sponsored or made available by the Company). The
Company will provide such release agreement to Employee at the termination of
Employee's employment with the Company. As part of the release agreement,
Employee will be required (a) to agree to cooperate with the Company with
respect to any business matters about which he has knowledge, including any
litigation or threatened litigation, (b) agree not to cooperate with any
claimants against the Company unless required by law to do so, (c) agree not to
make any negative or derogatory comments about the Company or its executives and
(d) affirm his post-termination obligations under this Agreement, including
without limitation the obligations set forth in Sections 7 and 8.

          5.12
Delay of Separation Payments
to Specified Employee. Notwithstanding any other provisions of this Agreement, if any
amount payable to Employee under this Agreement on account of Employee's
separation from service with

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the Company constitutes deferred
compensation within the meaning of Code Section 409A, and Employee is a
Specified Employee on the date of his separation from service, payment of the
amount shall be delayed until the first business day that is at least six (6)
months after the date on which Employee's separation from service
occurred.

          6.
Definitions. 

          6.1 "Cause" means the
occurrence of any one or more of the following events: (a) Employee's conviction
for a felony or other crime involving moral turpitude; (b) Employee's willful
engaging in illegal conduct or gross misconduct which is injurious to the
Company; (c) Employee's willful engaging in any fraudulent or dishonest conduct
in his dealings with, or on behalf of, the Company; (d) Employee's willful
failure or refusal to follow the lawful and reasonable instructions of the
Company's Chairman of the Board or the Board of Directors if such failure or
refusal continues for a period of ten (10) days after the Company delivers to
Employee a written notice stating the instructions which Employee has failed or
refused to follow; (e) Employee's willful material breach of any of his
obligations under this Agreement; (f) Employee's material breach of the
Company's policies; (g) Employee's use of alcohol or drugs which substantially
interferes with the performance of his duties for the Company or which
compromises the integrity or reputation of the Company; or (h) Employee's
willful engaging in any conduct, which as a result of such conduct, the
Company’s integrity or reputation is substantially compromised. No act or
omission on the part of the Employee shall be considered "willful" unless it is
done or omitted in bad faith or without reasonable belief that the action or
omission was in the best interests of the Company. Notwithstanding the
foregoing, the Employee shall not be deemed to have been terminated for Cause
without (i) reasonable notice to the Employee setting forth the reasons for the
Company's intention to terminate for Cause, (ii) an opportunity for the
Employee, together with his counsel, to be heard before the Board of Directors,
and (iii) delivery to the Employee of a Notice of Termination from the Board of
Directors finding that in the good faith opinion of a majority of the Board of
Directors the Employee was guilty of conduct set forth in one or more of the
clauses above and specifying the particulars thereof in detail.

          6.2 "Disability" means the
inability, in the written opinion of a licensed physician chosen by the Board of
Directors, of the Employee, because of injury, illness, disease or bodily or
mental infirmity to perform a substantial portion of his ordinary duties and
that this condition has existed for a least six months and will more probably
than not extend for an additional six months into the future.

          6.3 "Good Reason" means one
or more of the following conditions, arising without Employee's consent:


     (a) a material diminution in Employee's base compensation;


     (b) a material diminution in the
Employee's authority, duties, or responsibilities;

     (c) a material diminution in the budget over which Employee
retains authority;

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     (d) a material change in the geographic location at which
Employee must perform services; or 

     (e) any other action or inaction
that constitutes a material breach by the Company of this Agreement. 

          6.4 "Medical and Dental
Benefits" refers to the coverage for the Employee and his spouse and dependants
described in this Section 6.4 to be provided by the Company pursuant to and in
accordance with Section 5.4. The Company shall arrange to provide the Employee
and his spouse and dependants with insured medical and dental coverage that is
substantially similar to the coverage they were receiving under the Company’s
group medical and dental plan immediately prior to the date of Employee’s
termination, such benefits to be provided at the Company's expense by means of
purchasing individual insurance policies. If at any time after termination of
his employment, the Employee accepts employment with another employer and if the
Employee becomes covered under that employer's medical benefit plan, then
effective on the date that such coverage commences, the obligation of the
Company to provide any Medical and Dental benefits to the Employee and his
spouse and dependants, shall terminate. If Employee becomes covered under
another employer's medical benefit plan while he is receiving Medical and Dental
Benefits under this Agreement, Employee agrees to immediately notify the Company
in writing within ten (10) calendar days of the commencement of the other
coverage. The Medical and Dental benefits provided to the Employee and his
spouse and dependants after the date of the Employee's termination of employment
are intended by the parties to be in lieu of the rights of the Employee to
continuation coverage (commonly known as "COBRA") under Section 601 et seq. of
the Employee Retirement Income Security Act of 1974 (ERISA), and Section 4908B
of the Internal Revenue Code of 1986, as amended (the "Code"), as either of the
foregoing statutes may be amended.

          6.5 "Notice of Termination"
means a written notice delivered by one party notifying the other party of the
notifying party's intention to terminate the Employee's employment pursuant to
this Agreement. A Notice of Termination shall not be effective unless (a) it
specifies the specific provision of Section 5 which forms the basis of the
proposed termination, (b) sets forth a proposed termination date not less than
fifteen (15) calendar days from the sending of the Notice of Termination, and
(c) otherwise complies with the requirements of this Agreement.

          6.6 "Notice Period" means
the period between the sending of the Notice of Termination and the proposed
termination date set forth in such Notice.

          6.7 "Specified Employee"
has the meaning given to that term in Code Section 409A(a)(2)(B)(i) and
interpretive regulations. 

          7. Non-competition. 

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          7.1 General. Employee
acknowledges that his position with the Company is special, unique and
intellectual in character and his position in the Company places him in a
position of confidence and trust with employees and customers of the Company.
Employee further acknowledges, recognizes, and represents receipt of sufficient
consideration for these restraints in the form of the Base Salary and other
valuable consideration contained herein. The restrictions and obligations
contained in this Section 7 shall survive the term of this
Agreement. 

          7.2 Non-competition.
Employee agrees that during his employment with the Company and for a period of
two (2) years immediately after the termination of Employee’s employment with the
Company (if but only if this Agreement was in effect at the time of such
termination), thereafter Employee shall not: 

          7.2.1 Either alone or in
concert with others, whether as director, officer, consultant, principal,
employee, agent or otherwise, engage in or contribute Employee’s knowledge and
abilities to any business or entity in competition with the Company ("Competing
Business");

          7.2.2 Be employed by, work
for, consult with, or act in any other capacity for, any person or entity that
is engaged in any Competing Business if in such employment, work or capacity
Employee likely would, because of the nature of his position with, or work for,
the competitor and his knowledge of the Company's Confidential Information,
inevitably use and/or disclose any of the Company's Confidential Information in
his work for or with such competitor;

          7.2.3 Solicit, recruit,
hire, employ or attempt to hire or employ any person who is then or within the
preceding thirty (30) day period was, an employee of the Company, or otherwise
urge, induce or seek to induce any person to terminate his/her employment with
the Company;

          7.2.4 Solicit, urge, induce or seek to induce any of the
Company's independent contractors,
subcontractors, vendors, suppliers, customers or consultants to terminate their
relationship with, or representation of, the Company or to cancel, withdraw,
reduce, limit or in any manner modify any such person's or entity's business
with or representation of, the Company for whatever purpose or
reason;

          7.2.5 Take any action
intended to harm the Company or its reputation, which the Company reasonably
concludes could lead to unwanted or unfavorable publicity to the
Company;

          7.2.6 The restrictive time
periods set forth in this Section 7.2 shall not expire during any period in
which Employee is in violation of any of the restrictive covenants set forth in
this Section 7.2, and all restrictions shall automatically be extended by the
period Employee was in violation of any such restrictions;

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          7.2.7 The restrictive
covenants contained in this Section 7.2 prohibit Employee from engaging in
certain activities directly or indirectly, whether on his own behalf or on
behalf of any other person or entity.

          7.2.8 The covenants and
restrictions in this Section 7.2 are separate and divisible, and to the extent
any covenant, provision or portion of Section 7.2 is determined to be
unenforceable or invalid for any reason, such unenforceability or invalidity
shall not affect the enforceability or validity of the remainder of the
Agreement. Should any particular covenant, restriction, provision or portion of
Section 7.2 be held unreasonable or unenforceable for any reason, including,
without limitation, the time period, geographical area, and/or scope of activity
covered by any restrictive covenant, provision or clause, such covenant,
provision or clause shall automatically be deemed reformed such that the
contested covenant, provision or portion will have the closest effect permitted
by applicable law to the original form and shall be given effect and enforced as
so reformed to the extent reasonable and enforceable under applicable
law.

          7.3 Definition of "Competing Business": The term "Competing
Business" shall mean: 

          7.3.1 The retail footwear
business of Collective Brands, Inc.; Brown Shoe Company, Inc.; Designer Shoe
Warehouse; Rack Room (dba); Kohls Corporation; Shoe Station (dba); Shoe City
(dba); Shoe Pavilion, Inc., Shoe Department (dba); Finish Line, Inc.; Foot
Locker, Inc.; Dick’s Sporting Goods, Inc.; The Sports Authority, Inc.; Off
Broadway Shoe Warehouse; and any other company which sells footwear at retail to
consumers within 25 miles of any Company store at price points competitive, or
likely to be competitive, with the Company, where the footwear sales of such
other company constitute at least fifteen percent (15%) of such company's annual
revenues. 

          7.3.2 Ownership of an
investment of less than 5% of any class of equity or debt security of a
publicly-held Competing Business shall not constitute ownership or participation
in violation of the above. 

          7.4 Acknowledgment Regarding Restrictions. Employee acknowledges and agrees that he understands the
restrictions in Section 7; that they are reasonable and enforceable, in view of,
among other things, the Employee’s position within the Company, the highly
competitive nature of the Company's business, and the confidential nature of the
information the Employee has been provided. Employee further agrees that the
Company would not have adequate protection if Employee were permitted to work
for its competitors in violation of the terms of this Agreement since the
Company would be unable to verify whether its Confidential Information was being
disclosed and/ or misused, and whether Employee was involved in diverting the
Company’s customers and/or its customer goodwill. 

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          7.5 Disclosures Concerning New Employment. Employee agrees that he (a) will immediately, within ten
(10) days, notify the Company in writing of his employment, engagement or other
affiliation with any other business or entity during the two (2) years
immediately following the termination of Employee's employment with the Company
and (b) will provide a copy of Section 6 and 7 of this Agreement to any
prospective employer before accepting employment or other work engagement with
any such employer. 

          8.
Confidential or Proprietary
Information 

          8.1 Confidentiality. As
used in this Agreement, the term "Confidential Information" means any and all of
the Company's trade secrets, confidential and proprietary information and all
other information and data of the Company that is not generally known to third
persons who could derive economic value from its use or disclosure, including,
without limitation, the Company's profile of prospective or current vendors or
customers, business methods and structure, details of the Company's contracts
and business matters, employee compensation, personnel information, marketing
strategies and plans, business plans, pricing information and strategies, costs
information, and financial data, whether or not reduced to writing or other
tangible medium of expression, including work product created by Employee in
rendering services to the Company. During his employment with the Company and
thereafter, Employee will not use or disclose to others any of the Confidential
Information except as authorized in writing by the Company or in the performance
of work assigned Employee by the Company. Employee also will abide by the
Company's policies protecting the Confidential Information. Employee's
confidentiality obligations shall continue as long as the Confidential
Information remains confidential, and shall not apply to information which
becomes generally known to the public through no fault or action of Employee.
Employee agrees that the Company owns the Confidential Information and Employee has no rights, title or interest in any of the
Confidential Information. At the Company's request or upon termination of
Employee's employment with the Company for any reason, Employee will immediately
deliver to the Company all materials (including all copies and electronically
stored data) containing any Confidential Information in Employee's possession,
custody or control.

          8.2 Trade Secrets-Developments. All improvements, developments, concepts, and ideas ("Developments")
relating to the Company's business, or capable of beneficial use by the Company,
including, but not limited to, marketing, confidential and trade secret
information, techniques, discoveries, slogans, designs, artwork, and writings,
which the Employee has made or will make during his employment with the Company
are the sole and exclusive property of the Company without charge to the Company
other than the Employee's compensation.

          8.3 Acknowledgement.
Employee agrees that the restrictions set forth in Sections 8.1 and 8.2 are
reasonable and necessary to protect the trade secrets, confidential information,
intellectual property rights and goodwill of the Company. The restrictions and
obligations contained in this Section 8 shall survive the term of this
Agreement. 

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          9. Remedies. In the event
of a breach or threatened breach by the Employee of any of the provisions of
Sections 7 or 8, the Company shall be entitled to an injunction restraining
Employee from such breach, in addition to all other remedies which the Company
shall be entitled to pursue. The Company also shall be entitled to recover from
Employee all litigation costs and attorneys' fees incurred by the Company in any
action or proceeding relating to enforcement of the provisions of Sections 7 or
8 this Agreement in which the Company prevails. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
for such breach, threatened breach, or any breach of this Agreement. 

          10. Survival of Post-Termination Obligations. Employee acknowledges and agrees that his post-termination
obligations under this Agreement, including without limitation Employee's
non-competition and confidentiality obligations set forth in Sections 7 and 8 of
this Agreement, shall survive the termination of Employee's employment with the
Company, regardless whether such termination is voluntary or involuntary, or is
with or without cause. 

          11. Notices. All notices,
requests, consents, and other communications under this Agreement shall be in
writing and shall be deemed to have been delivered on the date personally
delivered or the dated mailed, postage prepaid, by certified mail, return
receipt requested, or telegraphed and confirmed, or faxed and confirmed, if
addressed to the respective parties as follows; 


	          	To Employee:  	     	Mark L. Lemond 
				2477 Hidden Oak Ct. 
				Newburgh, Indiana 47630 
	 	 		 
		To Company: 		Chairman  
				Shoe Carnival, Inc. 
				7500 East Columbia
    Street  
				Evansville, Indiana
  47715 


 Either party hereto may designate a different address by providing
written notice of such new address to the other party hereto. 

          12. Waiver. The failure or
delay of any party at any time or times to require performance of, or to
exercise any of its powers, rights or remedies with respect to, any term or
provision of this Agreement shall not affect such party's right to later enforce
any such term or provision. 

          13. Entire Agreement. This
Agreement cancels and supersedes all prior negotiations, discussions,
commitments and understandings between the parties relating hereto, whether oral
or written. This Agreement embodies the entire agreement and understanding
between such parties with respect to the matters covered hereby. Neither party
shall be bound by any term or condition other than as is expressly set forth
herein. This Agreement may not be amended, supplemented or modified except by a
written document signed by both Employee and a duly authorized officer of the
Company. 

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          14.
Assignment. 

          14.1 Assignment by
Company. The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
capital stock, business and/or assets of the Company, by agreement in form and
substance satisfactory to the Employee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Employee to
terminate this Agreement for Good Reason pursuant to Section 5.4. In addition,
if the Company fails to obtain, prior to the effective date of any such
succession, the successor's express agreement to assume and perform this
Agreement, and the succession constitutes a change in the ownership or effective
control of the Company within the meaning of Code Section 409A(a)(2)(A)(v), then
Employee shall receive compensation from the Company in the same amount and on
the same terms that to which the Employee would be entitled hereunder if the
Employee terminated his employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the termination date. As used in this Agreement,
"Company" shall mean the Company and any successor to its business and/or assets
which executes and delivers the agreement provided for in this Section 14.1 or
which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law.

          14.2 Assignment by
Employee. The services to be provided by the Employee to the Company hereunder are
personal to the Employee, and the Employee's duties may not be assigned by the
Employee; provided, however that this Agreement shall inure to the benefit of
and be enforceable by the Employee's personal or legal representatives,
executors, and administrators, successors, heirs, distributees, devisees and
legatees. If the Employee dies while any amounts payable to the Employee
hereunder remain outstanding, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Employee's devisee, legatee, or other designee or, in the absence of such
designee, to the Employee's estate. 

          15. Code Section 409A
Standards. This Agreement, and all other nonqualified deferred compensation plans in
which the Employee participates, are intended to comply with the standards for
nonqualified deferred compensation plans established by Code Section 409A and
its interpretive regulations and other regulatory guidance (the "Section 409A
Standards"), to the extent applicable, and this Agreement shall be construed
accordingly. In construing or interpreting any vague or ambiguous provision of
this Agreement, the interpretation that will prevail is the interpretation that
will cause this Agreement to comply with the Section 409A Standards. Any
provision of this Agreement, or any deferred compensation provided under it,
that would fail to satisfy the Section 409A Standards shall not have any force
or effect until it is amended to comply with the applicable Section 409A
Standards, which amendment may be retroactive to the extent permissible under
the Section 409A Standards. 

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          16. Dispute
Resolution. Except as otherwise contemplated by Section 9, the Employee
agrees that any dispute or controversy arising under or in connection with this
Agreement shall be submitted to binding arbitration. 

          Such arbitration proceeding shall be conducted before an
arbitrator selected by mutual agreement of the Employee and the Company and
shall be governed by the Employment Dispute Resolution Rules of the American
Arbitration Association then in effect. If the parties are unable to select an
arbitrator by mutual agreement within thirty (30) days, the arbitrator shall be
selected in accordance with the Employment Dispute Resolution Rules of the
American Arbitration Association then in effect. Such arbitration shall take
place in Evansville, Indiana. Judgment may be entered on the award of the
arbitrator in any court having competent jurisdiction; provided, however, that
the Employee shall be entitled to seek specific performance of his right to any
payments or benefits to be provided until the date of termination of his
employment during the pendency of any dispute or controversy arising under or in
connection with this Agreement. All of the Employee's costs and expenses of
arbitration, including attorney's fees, shall be borne by the Company and paid
as incurred, whether or not the Employee prevails in the arbitration. Payment of
those costs and expenses will be made within fifteen (15) business days after
the Company's receipt of the Employee's written request for payment, accompanied
by such evidence of the fees and expenses incurred as the Company may reasonably
require. 

          17. Governing Law: Forum Selection. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Indiana, without regard to the conflicts of
law rules thereof. Any legal action relating to this Agreement shall be
commenced and maintained exclusively before any appropriate state court of
record in Vanderburgh County, Indiana, or, if necessary because of a federal
question mandating jurisdiction in the federal courts is involved, the United
States District Court for the Southern District of Indiana, Evansville Division,
and the parties hereby submit to the jurisdiction of such courts and waive any
right to challenge or otherwise raise questions of personal jurisdiction or
venue in any action commenced or maintained in such courts. 

          18. Severability. The
parties intend that the provisions of this Agreement shall be enforced to the
fullest extent permissible under the applicable law. Should any provision of
this Agreement be unenforceable or invalid for any reason, such unenforceability
or invalidity shall not affect the enforceability or validity of the remainder
of the Agreement. 

          IN WITNESS WHEREOF, the parties hereto have executed this
Amended and Restated Employment and Noncompetition Agreement on this 11th. day
of December 2008. 

	SHOE
      CARNIVAL, INC.: "Company"  	 	MARK
      L. LEMOND: "Employee"  
	 			
	By:  	  /s/ J. Wayne Weaver 
    		 
      /s/  Mark L.
      Lemond  
	 			
	Its:  	  Chairman 
    		Date:    	  December 11, 2008 
    
	 				
	Date:    	  December 11, 2008 
    		  	 





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