Exhibit 10-H

SUMMARY COMPENSATION SHEET

The following summarizes certain compensation decisions taken by the Compensation Committee and/or the Board of Directors (“Board”) of Shoe Carnival, Inc. (the “Company”), with respect to the compensation of executive officers.

1. 2006 Base Salary

The Compensation Committee increased the base salaries of the Company’s executive officers after a review of the Company’s financial performance for fiscal 2005, along with a review of executive compensation practices within the retail and footwear industries.  The salary increases were granted on March 13, 2006, with an effective date of January 29, 2006.

          Fiscal 2006 base salaries:

Name	Title		New Base Salary		Previous Base Salary
Mark L. Lemond		President and Chief Executive Officer	$	670,000	$	650,000
J. Wayne Weaver		Chairman of the Board	$	300,000	$	300,000
Timothy T. Baker		Executive Vice President - Store Operations	$	410,000	$	397,500
Clifton E. Sifford		Executive Vice President - General Merchandise Manager	$	410,000	$	397,500
W. Kerry Jackson		Executive Vice President - Chief Financial Officer and Treasurer	$	315,000	$	275,000

2. Split-Dollar Life Insurance

In March 1999, the Company established a split-dollar life insurance arrangement on the lives of Mr. Lemond and his spouse.  The life insurance policy provides coverage in the amount of $1.0 million, payable on the death of the last to survive.  The annual premiums on the policy are $21,300.  Under the arrangement, at the later of the death of Mr. Lemond or his spouse, the Company will be reimbursed for all premiums paid by it, and the balance of the proceeds of the policy would be paid to the estate of Mr. Lemond or his spouse.

Prior to the enactment of the Sarbanes-Oxley Act on July 30, 2002, the Company paid all of the premiums on the policy.  There is currently uncertainty as to whether the payment of premiums on a split-dollar life insurance policy by a company would constitute a personal loan prohibited under the Sarbanes-Oxley Act.  Due to this uncertainty, Mr. Lemond now pays the premiums on his split-dollar life insurance policy, and the Company pays to Mr. Lemond a bonus in an amount sufficient to cover the premium paid by Mr. Lemond and the tax liability on the bonus.  The bonus to reimburse Mr. Lemond for the 2006 premium payment and associated taxes is $35,000.

3.  Annual Incentive Compensation Goals for Fiscal 2006

The Committee established the performance criteria and targets for the 2006 bonus payable in 2007 under the Company’s Executive Incentive Compensation Plan.  The performance criteria is operating income before bonus expense.  Subjective factors based on an executive’s individual performance can reduce an executive’s bonus.  As Chief Executive Officer, Mark L. Lemond’s bonus target is 45% of his salary but he can earn up to 60% of his salary if all performance targets are met.  J. Wayne Weaver, as chairman, is not eligible to receive a bonus.  The other named executive officers’ bonus target is 35% of their salary but they can earn up to 50% if all performance targets are met.

4.  Grants of Restricted Stock

The Committee approved grants of restricted stock to the Company’s executive officers and other key personnel under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan.  Mark L. Lemond received a grant of 7,500 shares and Timothy T. Baker, Clifton E. Sifford and W. Kerry Jackson each received a grant of 4,000 shares.  No grant was made to Mr. Weaver.  The restricted shares will vest upon the achievement of specified levels of annual earnings per diluted share during a six-year period.

5.  Director’s Compensation

The Company pays to non-employee Directors an annual retainer of $20,000.  The Chairman of the Audit Committee receives additional annual compensation of $5,000, and the Chairman of the Compensation Committee, Chairman of the Nominating and Corporate Governance Committee and the Lead Director each receives additional annual compensation of $2,000. 

Non-employee Directors receive a per meeting fee of $1,000 for each meeting of the Board and the accompanying committee meetings attended and $1,000 for each committee meeting attended in person in which the full Board does not meet.  If the committee meeting is attended by conference call, the non-employee Directors receive $750.  The Company reimburses all Directors for all reasonable out-of-pocket expenses incurred in connection with meetings of the Board.

In addition, in 2005, the Board determined that non-employee Directors will receive an annual grant of 500 shares of restricted stock under the Company’s 2000 Stock Option and Incentive Plan.  The first such grant was made on January 2, 2006, and the restrictions on the shares will lapse one year after the date of grant.