THIRD AMENDMENT
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), effective as of the 18th day of March, 2002 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"), FIRST UNION NATIONAL BANK, a national bank ("First Union"), LASALLE BANK
NATIONAL ASSOCIATION, a national banking association ("LaSalle"), and OLD
NATIONAL BANK, a national bank ("Old National," and collectively with U.S. Bank,
First Union 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 and 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 (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 November 8, 2000 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 November 8, 2000 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 November 8, 2000 made by
Borrower payable to the order of First Union in the original principal amount of
Twenty-One Million Five Hundred Thousand Dollars ($21,500,000.00) and by a
certain Promissory Note dated November 8, 2000 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:

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                  "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, 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
"Firstar" are henceforth  amended and deemed to refer to
such Bank or Agent by its new name "U.S. Bank."

         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, 2004
         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
         Third Amendment to Amended and Restated Credit Agreement dated March
         18, 2002, 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 shall hereafter be amended and restated in the form of that Note
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, 2004; 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:

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                  (i) Have a Net Worth of not less than $112,100,000.00 as of
the end of each fiscal quarter during the Term hereof.

         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, as hereby 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.


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         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 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 Third
Amendment to Amended and Restated Credit Agreement as of the day and year first
above written on this 18th day of March, 2002.

                                   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 M. Suer
                                        Justin M. Suer, Assistant Vice
                                         President


Commitment:                        FIRST UNION NATIONAL BANK
Facility A: $21,500,000.00
   (30.71429%)
                                   By:  /s/ Miriam D. Howard
                                        Miriam D. Howard, Vice President


Commitment:                        LASALLE BANK NATIONAL ASSOCIATION
Facility A: $15,000,000.00
   (21.42857%)
                                    By:  /s/ Mark H. Veach
                                        Mark H. Veach, Vice President



                                    U.S. BANK NATIONAL ASSOCIATION, as Agent
                                    By:  /s/ J. Eric Hartman
                                         J. Eric Hartman, Vice President



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