SUMMARY COMPENSATION SHEET
The following summarizes certain compensation decisions taken by the Compensation Committee (the "Committee") and/or the
Board of Directors ("Board") of Shoe Carnival, Inc. (the "Company"), with respect to the compensation of executive officers.
1. 2009 Base Salary
The Committee did not increase the base salaries of the Company's executive officers after a review of the Company's financial
performance for fiscal 2008. The following base salaries remain effective for fiscal 2009:
2. Grants of Restricted Stock and Stock Options
No stock options or restricted stock awards have been granted by the Committee for fiscal 2009.
3. Annual Incentive Compensation for Fiscal 2009
The Committee reviewed the 2006 Executive Incentive Compensation Plan and determined that realistic performance targets
could not be set at this time given the current economic conditions in the footwear industry and generally. The Committee
therefore suspended the 2006 Executive Incentive Compensation Plan for fiscal 2009. Any bonuses awarded to the Company's
executive officers with respect to fiscal 2009 will be at the discretion of the Committee based on the Company's performance in
fiscal 2009 and other subjective factors.
4. 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 $7,500. The Chairman of the Compensation Committee and the Chairman of the Nominating
and Corporate Governance Committee receive additional annual compensation of $5,000 and the Lead Director 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 Compan