FOURTH AMENDMENT
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


          THIS FOURTH  AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT (this
     "Amendment"),  effective  as of the 12th day of March,  2003 is made by and
     between U.S. BANK NATIONAL  ASSOCIATION,  a national  banking  association,
     formerly  known as Firstar  Bank,  N. A.,  successor by merger with Firstar
     Bank Missouri,  National  Association,  formerly  known as Mercantile  Bank
     National Association ("U.S. Bank"), WACHOVIA BANK, NATIONAL ASSOCIATION,  a
     national banking  association,  formerly known as First Union National Bank
     ("Wachovia"),   LASALLE  BANK  NATIONAL  ASSOCIATION,  a  national  banking
     association  ("LaSalle"),  and OLD  NATIONAL  BANK,  a national  bank ("Old
     National," and collectively  with U.S. Bank,  Wachovia and LaSalle referred
     to herein as the "Banks"),  and U.S. BANK NATIONAL ASSOCIATION,  a national
     banking  association,  formerly  known as Firstar  Bank,  N. A., a national
     banking  association,  successor  by merger  with  Firstar  Bank  Missouri,
     National   Association,   formerly   known  as  Mercantile   Bank  National
     Association,  in its capacity as agent for the Banks (in such capacity, the
     "Agent"), and SHOE CARNIVAL, INC. ("Borrower").

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

          WHEREAS,  the  Banks,  Agent and  Borrower  are  parties  to a certain
     Amended  and  Restated  Credit  Agreement  dated as of April 16,  1999,  as
     amended by a certain  Amendment  to Amended and Restated  Credit  Agreement
     dated as of March 24, 2000 made by and among Borrower, Agent and the Banks,
     by a certain  Second  Amendment  to Amended and Restated  Credit  Agreement
     dated as of  November  8, 2000 made by and  among  Borrower,  Agent and the
     Banks and by a certain  Third  Amendment  to Amended  and  Restated  Credit
     Agreement dated as of March 18, 2002 made by and among Borrower,  Agent and
     the Banks (as amended,  the "Agreement"),  pursuant to which the Banks have
     agreed to loan Borrower such sums, not to exceed $70,000,000.00 outstanding
     at any  one  time,  as  Borrower  may  request  from  time to  time,  which
     obligations  of Borrower are presently  evidenced by the Agreement and by a
     certain  Promissory  Note dated March 18, 2002 made by Borrower  payable to
     the order of U.S.  Bank in the  original  principal  amount  of  Twenty-One
     Million  Five  Hundred  Thousand  Dollars  ($21,500,000.00),  by a  certain
     Promissory Note dated March 18, 2002 made by Borrower  payable to the order
     of Old National in the original  principal amount of Twelve Million Dollars
     ($12,000,000.00), by a certain Promissory Note dated March 18, 2002 made by
     Borrower  payable to the order of First Union National Bank in the original
     principal  amount of  Twenty-One  Million  Five  Hundred  Thousand  Dollars
     ($21,500,000.00) and by a certain Promissory Note dated March 18, 2002 made
     by  Borrower  payable  to the order of LaSalle  in the  original  principal
     amount  of  Fifteen  Million  Dollars  ($15,000,000.00)  (as  amended,  the
     "Notes");

          WHEREAS, Borrower, Agent and Banks wish to further amend the Agreement
     and the Notes to extend  the term  thereof,  to  change  certain  covenants
     contained  in the  Agreement  and to make  certain  other  revisions to the
     Agreement and the Notes 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 "Banks" in Section 1.1 of the Agreement is hereby
     amended to provide as follows:


<PAGE>

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

All  references  in the  Agreement  and any of the  other  Transaction
Documents to "First Union" are henceforth  amended and deemed to refer to such
Bank by its new name "Wachovia."

          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, 2005 shall
                  end on such date.

          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, C and D  attached  to  that
          certain  Fourth Amendment to Amended and Restated  Credit  Agreement
          dated March 12, 2003, 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 U.S.  Bank  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 amended
     and restated in the form of that Note attached to this Amendment as Exhibit
     B and incorporated herein by reference. The Note of Borrower payable to the
     order of First Union National Bank shall  hereafter be amended and restated
     in the form of that Note payable to the order of Wachovia  attached to this
     Amendment as Exhibit C and incorporated herein by reference. Borrower shall
     execute and deliver to LaSalle a new Note in the form of that Note attached
     to this  Amendment  as Exhibit D and  incorporated  herein by  reference to
     evidence the Borrower's  obligations to LaSalle under the Agreement and the
     other Transaction Documents.

          5. 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,  2005;  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.

          6.  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  $130,500,000.00  as
          of the end of each fiscal  quarter during the Term hereof.

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<PAGE>

          7. 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.

          8. 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,  ashereby amended, has occurred and is
     continuing.

          9. 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.

          10. 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.

          11. 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.

          12. 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.

          13. 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

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<PAGE>

     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.

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

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

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           IN WITNESS  WHEREOF the parties  hereto  have  executed  this Fourth
     Amendment to Amended and Restated  Credit  Agreement as of the day and year
     first above written on this 12th day of March, 2003.

                                SHOE CARNIVAL, INC.


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

Commitment:                     U.S. BANK NATIONAL ASSOCIATION
Facility A:
$21,500,000.00 (30.71429%)

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

Commitment:                     OLD NATIONAL BANK
Facility A:
$12,000,000.00 (17.14285%)

                                By:     /s/ Justin Suer
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------

Commitment:                     WACHOVIA BANK, NATIONAL ASSOCIATION
Facility A:
$21,500,000.00 (30.71429%)

                                By:     /s/ Charles Kauffman
                                       -----------------------------------------
                                Title:  Senior Vice President
                                       -----------------------------------------

Commitment:                     LASALLE BANK NATIONAL ASSOCIATION
Facility A:
$15,000,000.00 (21.42857%)

                                By:     /s/ Mark Veach
                                       -----------------------------------------
                                Title:  First Vice President
                                       -----------------------------------------

                                U.S. BANK NATIONAL ASSOCIATION, as Agent


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