FORM OF SALARY CONTINUATION AGREEMENT

FORM OF SALARY CONTINUATION AGREEMENT

      THIS AGREEMENT is entered into between NS Group, Inc., a corporation having its corporate office in Newport, Kentucky (“Company”), and                                          . (“Participant”) effective                      , 2000.

WITNESSETH :

     WHEREAS, Participant is employed by the Company, and by reason thereof, has acquired experience and knowledge of considerable value to the Company; and

     WHEREAS, the Company wishes to offer an inducement to Participant to remain in its employ by compensating him beyond his regular salary for services which he had rendered or will hereafter render; and

     WHEREAS, Participant is willing to continue in the employ of the Company until his retirement, or until it is mutually agreed by both the Company and Participant that his services are no longer necessary.

     NOW, THEREFORE, it is mutually agreed as follows:

     1. As of the date of this Agreement, [and subject to the terms of the employment agreement, dated                                          ,                      , and any subsequent or successor agreement between Participant and the Company (“Employment Agreement”),] Participant is employed by the Company, and Participant hereby agrees to continue such employment upon the terms and conditions set forth in this Agreement. [Except as provided for in the Employment Agreement,] Participant is an “at will” employee of the Company and this Agreement does not impose any obligation for the employment relationship to continue for a specified period of time.

     2. As compensation for his services, the Company hereby agrees to pay Participant and Participant hereby agrees to accept from the Company, a yearly salary to be determined by the Board of Directors of the Company.

     3. Subject to the limitations set forth in Sections 9 and 11 below, in the event that Participant retires from active employment with the Company after attaining age 62, the Company shall pay Participant a monthly amount for life commencing on the first day of the month following the date of such retirement equal to fifty-percent (50%) of the Participant’s monthly base salary for the month prior to the month in which the Participant retires from active employment with the Company (the “Monthly Payment”); provided, however, that such Monthly Payment shall be no less than one-twenty-fourth (1/24 ^th ) of the Participant’s annualized base salary for the calendar year immediately preceding the Participant’s retirement from active employment with the Company. The Company may, in its sole discretion, provide that

Participant may begin receiving the benefits provided for in this Agreement before attaining age 62, subject to such actuarial reductions as the Company may deem appropriate to reflect the early commencement of benefits.

     4. In the event that Participant dies (a) while in the active employ of the Company, or (b) after becoming fully vested in the benefits provided pursuant to this Agreement because of either a permanent disability or a Change of Control (as provided for in Sections 6 and 7) but prior to the commencement of payments hereunder, Participant’s spouse at the time of death shall be entitled to receive Monthly Payments commencing on the first day of the month following Participant’s death and ending on the earlier of (i) the first day of the month during which the spouse dies and (ii) the date on which the 120th Monthly Payment is made. In the event that Participant dies (and is survived by a spouse) while receiving Monthly Payments hereunder but prior to receipt of at least 120 such payments, the spouse shall be entitled to continue receiving such payments until the earlier of (i) the first day of the month during which the spouse dies and (ii) the date on which the 120th Monthly Payment is made.

     5. Upon retirement from the Company at or following attainment of age 62, continued health insurance coverage shall be provided for Participant and the person (if any) who is his spouse at the time of retirement. The coverage will be the same as that which may be provided from time to time to active employees, and will be paid for by the Company. Such coverage will continue for Participant until Participant reaches the age at which he is eligible for Medicare and for Participant’s spouse until she reaches the age at which she is eligible for Medicare; provided, however, for any period during which the Participant or the Participant’s spouse is eligible for any other group health plan, as an employee or otherwise, the health insurance coverage provided under this Section shall be the secondary plan and the group health plan under which the Participant or Participant’s spouse is eligible shall be the primary plan.

     6. In the event that Participant becomes permanently disabled (as defined in the Company’s long-term disability plan which covers the Participant) while in the active employ of the Company, Participant shall become fully vested in the benefits provided pursuant to Section 3 of this Agreement, and shall begin receiving such benefits at the later of age 62 or when long-term disability benefits are no longer payable to Participant.

     7. In the event of a Change of Control (as defined herein) of the Company while Participant is in the active employ of the Company, Participant shall become fully vested in the benefits provided pursuant to Section 3 of this Agreement. Participant must wait until age 62 to begin receiving these benefits. Change of Control shall mean the happening of any of the following:

     (a) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of the Company to any Person (i.e., individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity within the meaning of Section 13(d)(3) of 14(d)(2) of the Securities Exchange Act of 1934) or entity or group of Persons or entities acting in concert as a partnership or other group (“Group of Persons”) other than a Person described in clause (i) of the

definition of Affiliate, as set forth herein. Affiliate of any specified Person means: (i) any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such specified Person or (ii) any other Person who is a director or officer (a) of such specified Person, (b) of any subsidiary of such specified Person or (c) of any Person described in clause (i) above or (iii) any Person in which such person has, directly or indirectly, a 5% or greater voting or economic interest or the power to control. Control of a Person means the power, direct or indirect, to direct or cause the direction of the management or policies of such Person whether through the ownership of voting securities, or by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing:

     (b) the consummation of any consolidation or merger of the Company with or into another corporation with the effect that the stockholders of the Company immediately prior to the date of the consolidation or merger hold less than 51% of the combined voting power of the outstanding voting securities of the surviving entity of such merger or the corporation resulting from such consolidation ordinarily having the right to vote in the election of directors (apart from rights accruing under special circumstances) immediately after such merger or consolidation;

     (c)