Exhibit 10.4

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 W.
KERRY JACKSON, an individual residing at 6666
Hillsgate Court, 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 opportunities of advancement, 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 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 herein, for a period commencing on the
effective date of this Agreement up to and through January 31, 2009, subject,
however, to earlier termination as expressly provided in this Agreement (such
term, including any extension thereof, shall herein be referred to as the
"Term"). This Agreement shall be renewed automatically for successive terms of
one (1) year each unless either party provides written notice of non-renewal to
the other party not more than ninety (90) days and not less than thirty (30)
days before the end of the then current Term.





          2.
Scope of Duties. The Employee is currently serving in the position of
Executive Vice President, Chief Financial Officer. During the Term, the Employee
agrees to perform such other services for the Company as may be directed by any
superior officer of the Company, and to assume such other title, duties and/or
responsibilities as the Board of Directors may determine. The Employee shall be
supportive of the Company's business and its best interests and shall not,
directly or indirectly, take any action which could reasonably be expected to
have an adverse effect upon the business or best interests of the Company. The
Employee covenants that he will at all times honestly and fairly conduct his
duties, and will at all times maintain the highest of professional standards in
representing the interests of the Company. The Employee will comply with Company
policies, decisions, and instructions, which may be changed by the Company over
time. Employee shall perform all duties incident to his position, as well as any
other duties as may from time to time be assigned by the President of the
Company or his designee, and agrees to abide by all By-laws, policies,
practices, procedures or rules of 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 of base salary payable as of the effective date of this Agreement
("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 Company will review the Base Salary
on a periodic basis, approximately annually, during the Term to determine, in
the discretion of the Company, whether the Base Salary should be adjusted, and
if so, the amount of such adjustment and the time at which such adjustment
should take effect.

          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. 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 the Term, and so long
as the Employee serves in the position of Executive Vice President, 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 for the benefit of executives at his level and
position; 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. 

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

          5.1
For Cause. The Company may terminate Employee’s employment at any time effective
immediately for "Cause." As used in this Agreement, the term "Cause" means the
occurrence of any one or more of the following events: (i) Employee's conviction
for a felony or other crime involving moral turpitude; (ii) Employee's engaging
in illegal conduct or gross misconduct which is injurious to the Company; (iii)
Employee's engaging in any fraudulent or dishonest conduct in his dealings with,
or on behalf of, the Company; (iv) Employee's failure or refusal to follow the
lawful and reasonable instructions of the Company's Chief Executive Officer,
President, or other executive officer to whom Employee reports, 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; (v) Employee's material breach of any of his obligations
under this Agreement; (vi) Employee's material breach of the Company's policies;
(vii) Employee's use of alcohol or drugs which interferes with the performance
of his duties for the Company or which compromises the integrity or reputation
of the Company; or (viii) Employee's engaging in any conduct tending to bring
the Company into public disgrace or disrepute.

          5.2
Unilateral – The
Company. The Company may terminate
Employee’s employment at any time without Cause.

          5.3
Unilateral - Employee. Employee may terminate his employment at any time with the
Company by providing the Company with thirty (30) days' advance written notice
of such termination. At the sole option of the Company, such termination will be
considered effective on the date such notice is given.

          5.4
For Good Reason -
Employee. At any time during the Term,
Employee may terminate this Agreement for Good Reason if all of the following
conditions are satisfied: (a) Employee gives the Company a written notice of
termination, which describes in reasonable detail the condition claimed to
constitute Good Reason, within thirty (30) calendar days of the initial
existence of the condition claimed to constitute Good Reason; (b) the Company
does not remedy the condition within thirty (30) calendar days of the Company’s
receipt of Employee’s written notice of termination (the “Good Reason Cure
Period”); and (c) Employee gives the Company a second written notice of
termination within thirty (30) calendar days following the expiration of the
Good Reason Cure Period. For purposes of this Agreement, for “Good Reason" means
the occurrence, without Employee’s written consent, of a material reduction by
the Company in Employee’s Base Salary. Termination of this Agreement without
Cause or for Good Reason shall not be deemed to be a voluntary termination by
Employee for purposes of any stock option or equity incentive plans of the
Company.

          5.5
Disability or Death. If Employee suffers a "Disability," the Company shall have
the right to terminate Employee's employment by delivering to 

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Employee a
written notice of the Company's intent to terminate for Disability, specifying
in such notice a termination date not less than ten (10) calendar days after the
giving of the notice (the "Disability Notice Period"). The Employee's employment
shall terminate at the close of business on the last day of the Disability
Notice Period. For purpose of this Agreement, the term "Disability" shall mean
either (a) when Employee is deemed disabled in accordance with the long-term
disability insurance policy or plan of the Company in effect at the time of the
illness or injury causing the Disability, or (b) the inability of Employee,
because of injury, illness, disease or bodily or mental infirmity, to perform
the essential functions of his job (with reasonable accommodation) for more than
one hundred twenty (120) consecutive days. The existence of a Disability shall
be determined by the Company. If the Employee should die during the Term, this
Agreement shall terminate as of the date of
Employee's death.

          5.6
Compensation Upon
Termination. In the event of termination
of Employee’s employment as set forth herein, and subject to any lawful right of
offset the Company may have against any such benefits, compensation, or
severance amounts owed to Employee, whether the result of promissory notes,
loans, or other financial arrangements the Company may have entered into with or
on the Employee’s behalf, and which are or would become due and payable on or
after the termination date, to include the principal and interest pursuant to
such arrangements (which right of offset cannot be inconsistent with the
standards for nonqualified deferred compensation plans under Code Section 409A,
to the extent applicable), the Parties agree that the following terms shall be
the exclusive severance arrangements: 

     5.6.1 In the event of termination
of Employee's employment by the Company for Cause pursuant to Section 5.1 or
unilateral termination by the Employee pursuant to Section 5.3, the Company's
obligation to pay and provide Employee compensation and benefits under this
Agreement shall immediately terminate, except: (a) Employee shall be entitled to
receive that portion of his then Base Salary which shall have been earned
through the termination date; and (b) the Company shall pay or provide Employee
such other payments and benefits, if any, which had accrued hereunder before the
termination date. Other than the foregoing, the Company shall have no further
obligations to Employee under this Agreement. 

     5.6.2 In the event the Company terminates Employee's
employment without Cause pursuant to Section 5.2 or Employee terminates for Good
Reason pursuant to Section 5.4 within thirty (30) calendar days of the
expiration of the Good Reason Cure Period , at any time other than the two (2)
year period immediately following a "Change in Control," the Company's
obligation to pay and provide Employee compensation and benefits under this
Agreement shall immediately terminate, except: (a) Employee shall be entitled to
receive that portion of his then Base Salary which shall have been earned
through the termination date; (b) the Company shall pay to Employee, within
thirty (30) calendar days following the date of termination, a lump sum amount
equal to fifty-five percent (55%) of the product of (i) times (ii), where (i) is
his annual 

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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
date of termination and the denominator of which is 365; (c) the Company shall
pay or provide Employee such other payments and benefits, if any, which had
accrued hereunder before the termination date; (d) the Company shall pay to
Employee, within thirty (30) calendar days following the termination date, a
lump sum payment in an amount equal to one hundred fifty percent (150%) of
Employee's Base Salary for the fiscal year in which the termination occurs; (e)
the Company shall pay Employee, within thirty (30) calendar days following the
termination date, a lump sum payment in an amount equal to the total of (i) plus
(ii), where (i) equals eighteen (18) times the monthly “COBRA Premium Rate”
(which is the monthly amount charged, as of the termination date, for COBRA
continuation coverage under the Company's group medical and dental plans for the
coverage options and coverage levels applicable to Employee and his covered
dependents immediately prior to the termination date), and (ii) is an additional
amount equal to the additional state and federal taxes that the Company
determines Employee will incur as a result of the payment of the lump sum
payment provided under this Section 5.6.2(e); (f) with respect to Company stock
options granted after the date of this Agreement, Employee would immediately
vest in any option that would have vested within twelve (12) months of
Employee’s termination date had Employee not been terminated, and such option
may be exercised pursuant to the provisions of the then current Company Stock
Option and Incentive Plan (“Stock Option Plan”) as if the option were vested at
the date of termination; and (g) 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. Payment of the severance compensation described in
subpart (d) and (e) of this Section 5.6.2 is subject to the requirements of
Sections 5.9 and 5.10. Other than the foregoing, the Company shall have no
further obligations to Employee under this Agreement.

     5.6.3 In the event Employee's employment is terminated as a
result of Employee's Death or Disability pursuant to Section 5.5, the Company's
obligation to pay and provide the Employee compensation and benefits under this
Agreement shall immediately terminate except: (a) Employee shall be entitled to
receive that portion of his then Base Salary which shall have been earned
through the termination date; and (b) the Company shall pay or provide Employee
such other payments and benefits, if any, which had accrued hereunder before the
termination date. Other than the foregoing, the Company shall have no further
obligations to Employee under this Agreement.

     5.6.4 In the event of a "Qualifying Termination" within two
(2) years immediately following a "Change In Control," then, in lieu of all
other benefits under this Agreement, the Company's obligation to pay and provide
Employee compensation and benefits under this Agreement shall immediately
terminate, 

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except: (a)
Employee shall be entitled to receive that portion of his then Base Salary which
shall have been earned through the termination date; (b) the Company shall pay
or provide Employee such other payments and benefits, if any, which had accrued
hereunder before the termination date; (c) the Company shall pay to Employee in
a lump sum not later than thirty (30) calendar days after the termination date
an amount equal to two times one hundred fifty-five percent (155%) of his annual
Base Salary for the fiscal year in which the termination occurs; (d) the Company
shall pay Employee, in a lump sum not later than thirty (30) calendar days after
the termination date, an amount equal to (i) plus (ii), where (i) equals
eighteen (18) times the COBRA Premium Rate and (ii) is an additional amount
equal to the additional state and federal taxes that the Company determines
Employee will incur as a result of the payment of the lump sum payment provided
under this Section 5.6.4(d); (e) the Company shall provide Employee with
reasonable and appropriate out-placement services, as determined and coordinated
by the Company, by paying a fee, not to exceed Two Thousand Five Hundred Dollars
($2,500.00), to an outplacement services provider selected by the Company,
provided that such services shall not extend past the end of the second taxable
year following the taxable year in which the Qualifying Termination occurs; and
(f) Employee shall be allowed to exercise available stock options in accordance
with the Stock Option Plan as if he were terminated without cause pursuant to
the Stock Option Plan. Payment or provision of the severance compensation or
benefits described in subparts (c), (d) and (e) of this Section 5.6.4 is subject
to the requirements of Sections 5.9 and 5.10. Other than the foregoing, the
Company shall have no further obligations to Employee under this Agreement.


For purposes of
this Agreement, a "Qualifying Termination" shall mean either (i) a unilateral
termination of Employee by the Company without Cause pursuant to Section 5.2 or
(ii) a termination by Employee for Good Reason pursuant to Section 5.4 within
thirty (30) calendar days of the expiration of the Good Reason Cure Period.


For purposes of
this Agreement, "Change In Control" of the Company shall mean and shall be
deemed to have occurred as of the first day any one or more of the following
conditions shall have been satisfied:

     (A) The acquisition, within a 12-month period ending on the
date of the most recent acquisition, by any individual entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act as in
effect from time to time) of thirty percent (30%) or more of either (i) the then
outstanding shares of common stock of the Company or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors; provided, however, that the following
acquisitions shall not constitute an acquisition of control: (a) any acquisition
directly from the 

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Company
(excluding an acquisition by virtue of the exercise of a conversion privilege),
(b) any acquisition by the Company, (c) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if, following such
reorganization, merger or consolidation, the conditions described in clauses
(i), (ii) and (iii) of subsection (C) of this Section 5.6.4 are satisfied, (e)
any acquisition by any Person who, immediately before the commencement of the
twelve (12) month period, already held beneficial ownership of thirty percent
(30%) or more of the outstanding voting securities of the Company ("Affiliated
Person") or (f) upon the death of any shareholder who, on the date of this
Agreement, is the beneficial owner of 10% or more of the outstanding voting
securities of the Company, any acquisition triggered by the death of such
shareholder by operation of law, by any testamentary bequest or by the terms of
any trust or other contractual arrangement established by such shareholder;
or

     (B) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board of Directors of the Company (the
"Board"); provided, however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or

     (C) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than fifty percent (50%) of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the outstanding
Company common stock and outstanding Company voting securities immediately prior
to such reorganization, merger or consolidation in substantially the same
proportions as their ownership, immediately prior to such reorganization, merger
or consolidation, of the outstanding Company stock and outstanding Company
voting securities, as the case may be, (ii) no Person (excluding the Company,
any employee benefit plan or related trust of the Company or such corporation
resulting from such reorganization, merger or consolidation and any Person
beneficially owning, 

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immediately
prior to such reorganization, merger or consolidation, directly or indirectly,
[thirty percent (30%)] or more of the outstanding Company common stock or
outstanding voting securities, as the case may be) beneficially owns, directly
or indirectly, [thirty percent (30%)] or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such reorganization, merger
or consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization, merger or
consolidation; or

     (D) Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to a corporation with respect to which following such sale or other disposition
(a) more than fifty percent (50%) of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Company common stock and outstanding
Company voting securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the outstanding Company common stock and
outstanding Company voting securities, as the case may be, (b) no Person
(excluding the Company and any employee benefit plan or related trust of the
Company or such corporation, any Affiliated Person and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or
indirectly, [thirty percent (30%)] or more of the outstanding Company common
stock or outstanding Company voting securities, as the case may be) beneficially
owns, directly or indirectly, [thirty percent (30%)] or more of, respectively,
the then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (c) at least a
majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition of
assets of the Company. 

Notwithstanding
any other provision of this Section 5.6.4 to the contrary, an occurrence shall
not constitute a Change in Control if it does not constitute a change in the
ownership or effective control of, or in the ownership of a substantial portion
of the assets of, the Company, within the meaning of Code Section
409A(a)(2)(A)(v) and its interpretive regulations. 

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          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 Internal Revenue Code of 1986, as amended (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 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, or
threatens to breach any of the covenants or provisions set forth in Sections 6
and 7 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 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
Release Agreement. As a condition of receiving the severance benefits described
in Sections 5.6.2(c), 5.6.2(d), 5.6.4(c), 5.6.4(d), or 5.6.4(e), 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 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 6 and 7. 

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          5.11
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 the Company
constitutes deferred compensation within the meaning of Code Section 409A, and
Employee is a specified employee, within the meaning of Code Section
409A(a)(2)(B)(i), 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.
Non-competition. 

          6.1
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 6 shall survive the Term of this Agreement.
Notwithstanding the above, if the Company terminates, or elects not to renew
this Agreement, and subsequently terminates Employee’s employment without the
payment of severance payments equivalent to 100% of Employee’s Base Salary in
effect at the time of termination, which shall be payable in lump sum, the
Employee will not be subject to the restrictions and obligations of this Section
6.

          6.2
Non-competition. Employee agrees that during his employment with the Company
and for a period of one (1) year
immediately after the termination of
Employee’s employment with the Company, whether such employment is pursuant to
this Agreement or is without an Agreement, thereafter Employee shall
not: 

     6.2.1 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”);

     6.2.2 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;

     6.2.3 Solicit, recruit, hire, employ
or attempt to hire or employ any person who is then or within the proceeding one
(1) year 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;

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     6.2.4 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;

     6.2.5 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;

     6.2.6 The restrictive time periods set forth in this Section
6.2 shall not expire during any period in which Employee is in violation of any
of the restrictive covenants set forth in this Section 6.2, and all restrictions
shall automatically be extended by the period Employee was in violation of any
such restrictions;

     6.2.7 The restrictive covenants contained in this Section 6.2
prohibit Employee from engaging in certain activities directly or indirectly,
whether on his own behalf or on behalf of any other person or entity.

     6.2.8 The covenants and restrictions in this Section 6.2 are
separate and divisible, and to the extent any covenant, provision or portion of
Section 6.2 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 6.2 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.

          6.3
Definition of “Competing
Business”: The term “Competing Business” shall mean: 

     6.3.1 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 

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Company, where the footwear sales of
such other company constitute at least fifteen percent (15%) of such company's
annual revenues. 

     6.3.2 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. 

          6.4 Acknowledgment Regarding Restrictions. Employee acknowledges and agrees that he understands the
restrictions in Section 6, and 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. 

          6.5 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.


          7.
Confidential or Proprietary
Information 

          7.1
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


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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. 

          7.2
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. 

          7.3
Acknowledgement. Employee agrees that the restrictions set forth in Sections
7.1 and 7.2 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 7 shall
survive the term of this Agreement. 

          8.
Remedies. In the event of a breach or threatened breach by the Employee of any of
the above provisions, 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 this Agreement in which the Company prevails,
including, but not limited to, any action or proceeding in which the Company
seeks enforcement of this Agreement or seeks relief from Employee's violation of
this Agreement. 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. 

          9.
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 6 and 7 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. 

          10.
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:  	     	W. Kerry Jackson 
  
		  		6666 Hillsgate
      Court  
		  		Newburgh, Indiana
      47630  



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	          	To Company:  	     	Chief Executive
      Officer  
		  		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. 

          11.
Waiver. The failure or delay of the Company 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 or any other aspect of
Employee’s conduct or employment shall not affect the Company’s right to later
enforce any such term or provision. 

          12.
Assignment. The Company shall have the right to assign this Agreement. This
Agreement shall inure to the benefit of, may be enforced by, and shall be
binding on, any and all successors and assigns of the Company, including,
without limitation, by asset assignment, stock sale, merger, consolidation or
other corporate reorganization, and shall be binding on Employee, his executors,
administrators, personal representatives and other successors in interest.
Employee shall not have the right to assign this Agreement nor any of his
rights, powers, duties or obligations hereunder. 

          13.
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 provisions 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. 

          14.
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. 

          15.
Amendment. This Agreement may be amended only by an instrument in writing executed
by the parties hereto. 

          16.
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 

-14- 





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 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. 

          17.
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"  	 	W.
      KERRY JACKSON: "Employee"  
	  
	By:  	  /s/ Mark L. Lemond 
    		  /s/ 
      W. Kerry Jackson  
	 				
	Its:  	  CEO and President 
    		Date:   	  December 11, 2008 
    
		 			
	Date:   	  December 11, 2008 
    		  	 





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