NS GROUP INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

1


                                                Exhibit 10.9


                            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 (1/24th) 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)  the stockholders of the Company shall approve any
     plan  or proposal for the liquidation or dissolution of  the
     Company;

           (d)  a Person or Group of Persons acting in concert as
     a partnership, limited partnership, syndicate or other group
     shall,  as  a  result  of a tender or exchange  offer,  open
     market   purchases,   privately  negotiated   purchases   or
     otherwise,  have  become the direct or  indirect  beneficial
     owner (within the meaning of Rule 13d-3 under the Securities
     Exchange  Act of 1934, as amended) ("Beneficial  Owner")  of
     securities  of the Company representing 30% or more  of  the
     combined voting power of the then outstanding securities  of
     the Company ordinarily (and apart from rights accruing under
     special  circumstances) having the  right  to  vote  in  the
     election of directors;

           (e)   a Person or Group of Persons, together with  any
     Affiliate thereof, shall succeed in having sufficient number
     of  its  nominees elected to the Board of Directors  of  the
     Company  such that such nominees, when added to any existing
     director remaining on the Board of Directors of the  Company
     after  such election who is an Affiliate of such  Person  or
     Group of Persons, will constitute a majority of the Board of
     Directors of the Company;

provided  that  the  Person or Group of Persons  referred  to  in
clauses (a), (d) and (e) shall not mean Clifford Borland  or  any
Group  of Persons with respect to which Clifford Borland  is  the
Beneficial Owner of the majority of the voting equity interests.

      8.    Notwithstanding any other provision of the Agreement,
the  Company  has  an unconditional right to offset  any  amounts
which Participant owes the Company against amounts due under this
Agreement.

      9.    Participant  agrees that if his employment  with  the
Company  is  terminated  with  "Cause"  (as  defined  below   and
regardless  of whether Participant has attained the age  of  62),
Participant  shall  not  be entitled to any  benefits  whatsoever
provided  under  this  Agreement and the Company  shall  have  no
liability   or  obligation  to  provide  any  such  benefits   to
Participant pursuant to this Agreement.  "Cause" shall be defined
as  (i)  commission by Participant of any felony criminal act,  a
crime  involving  moral  turpitude,  or  a  crime  of  fraud   or
dishonesty;   (ii)   acts  by  Participant   constituting   gross
negligence or willful misconduct to the detriment of the Company;
(iii) conduct which is detrimental to the reputation, goodwill or
business operation of the Company; (iv) Participant's misfeasance
or  nonfeasance  in  the  performance of  his  duties;  [or]  (v)
Participant's  failure  or  refusal to  comply  with  the  lawful
directions  of  the  Company's Board of  Directors  or  with  the
policies,  standards  and regulations of the  Company;  [or  (vi)
Participant's  breach  of Sections  4,  5,  6,  7  or  9  of  the
Employment Agreement, or any similar provisions contained in  any
subsequent   or  successor  agreement  between  Participant   and
Company.]

     10.  Participant agrees that, without the written consent of
the  Board  of Directors of the Company, he will not, during  the
term  of  his employment with the Company or any business  entity
controlling,  controlled  by or under  common  control  with  the
Company  (an "Affiliate"), directly or indirectly (a)  engage  in
any  activity, or in any manner be connected with or employed  by
any   person,  firm,  corporation,  or  any  other   entity,   in
competition with the Company or any Affiliate, or (b) call  upon,
solicit,  divert, or take away or attempt to solicit, divert,  or
take away any of the customers or employees of the Company or any
Affiliate.   The  parties agree that these  restrictions  against
competition  and  solicitation  will  continue  to  apply   after
Participant's  employment with the Company ends if  and  only  if
Participant's benefits are vested (i.e. Participant  is  entitled
to  receive Monthly Payments hereunder either immediately or upon
the  attainment  of  age 62), and in such event  will  remain  in
effect for 5 years after Participant's termination of employment.
Participant further agrees that he will not, during the  term  of
his employment with the Company or any Affiliate and for a period
of  5  years  thereafter, use or disclose to anyone  not  legally
entitled  thereto any confidential or proprietary information  or
trade  secrets  relating to the business  of  the  Company.   The
covenants contained in this Section 10 are enhanced covenants not
to  compete  that relate specifically to the salary  continuation
benefits  provided under this Agreement and are not  intended  to
supersede  any  covenants  not  to  compete  contained   in   any
employment agreement between Participant and the Company.

     11.  Participant agrees that, if he breaches any covenant of
Section 10 above, no further payments shall be due or payable  by
the  Company  hereunder either to Participant or to Participant's
spouse  and  the  Company  shall have  no  further  liability  or
obligation hereunder.  Solely with respect to this Agreement, the
Company waives the right to injunctive relief with respect  to  a
breach  of  any  covenant of Section 10 after  the  Participant's
termination of employment with the Company.

      12.   The benefits provided hereunder shall not affect  the
right  of the Participant to participate in any current or future
Company  retirement  plan  or  in any  supplemental  compensation
arrangement  which  constitutes a part of the  Company's  regular
compensation   structure.   Upon  Participant's  termination   of
employment, his annual base salary and other benefits shall cease
upon  commencement of the benefits provided hereunder, except  as
required by applicable law or the applicable benefit plan.

     13.  It is agreed that neither Participant nor Participant's
spouse shall have any right to commute, sell, assign, transfer or
otherwise  convey  the right to receive any  payments  hereunder,
which payments and the right thereto are expressly declared to be
non-transferable.  In the event that Participant or Participant's
spouse takes any action or agrees to take any action in violation
of  this Section, the Company shall have  no further liability or
obligation hereunder.

      14.   If  the Company acquires an insurance policy  or  any
other  asset  in connection with the liabilities  assumed  by  it
hereunder,  it is expressly understood by Participant and  agreed
to by him that neither Participant nor Participant's spouse shall
have any right with respect to, or claim against, such policy  or
asset.  Such policy or asset:  (a) shall not be deemed to be held
under  any  trust for the benefit of Participant or Participant's
spouse;  (b) shall not be held in any way as collateral  security
for  the fulfillment of the obligations of the Company under this
Agreement;  and  (c)  shall be, and remain, a general  unpledged,
unrestricted asset of the Company.

      15.  This Agreement shall be binding upon and inure to  the
benefit  of  and be enforceable by the parties hereto  and  their
respective   successors,  permitted  assigns  and   other   legal
representatives.  Nothing in this Agreement, whether expressed or
implied, is intended to confer any rights or remedies under or by
reason  of  this  Agreement on any other persons other  than  the
Company,  each  of  the  Company's  Affiliates,  Participant   or
Participant's spouse, and their respective successors,  permitted
assigns and other legal representatives.

      16.   This  Agreement sets forth the entire  agreement  and
understanding  of  the  parties in respect  of  the  transactions
contemplated   hereby  and  supersedes  all   prior   agreements,
arrangements  and understandings relating to the  subject  matter
hereof.

      17.   This Agreement may be executed simultaneously in  two
counterparts, each of which shall be deemed an original but  both
of  which  taken  together  shall constitute  one  and  the  same
instrument.

       18.   If  any  question  shall  arise  in  regard  to  the
interpretation of any provision of this Agreement or  as  to  the
rights  and  obligations of either of the parties hereunder,  the
Participant and a designated representative of the Company  shall
meet  to  negotiate and attempt to resolve such question in  good
faith.   The Participant and such representative may, if they  so
desire, consult outside experts for assistance in arriving  at  a
resolution.   In  the  event that a resolution  is  not  achieved
within  fifteen (15) days after their first meeting, then  either
party  may  submit the question for final resolution  by  binding
arbitration  in accordance with the rules and procedures  of  the
American   Arbitration  Association  applicable   to   commercial
transactions, and judgment upon any award thereon may be  entered
in  any court having jurisdiction thereof.  The arbitration shall
be held in Covington, Kentucky.  In the event of any arbitration,
the  Participant shall select one arbitrator, the  Company  shall
select  one arbitrator and the two arbitrators so selected  shall
select  a third arbitrator, any two of which arbitrators together
shall make the necessary determinations.  All out-of-pocket costs
and  expenses of the parties in connection with such arbitration,
including,  without limitation, the fees of the  arbitrators  and
any  administration  fees  and  reasonable  attorney's  fees  and
expenses,  shall be borne by the parties in such  proportions  as
the  arbitrators  shall  decide that  such  expenses  should,  in
equity, be apportioned.

      19.  If any provision of this Agreement is determined by  a
court of competent jurisdiction to be unenforceable because it is
overbroad, the other provisions hereof shall not be effected, and
this  agreement shall be modified to the extent necessary to make
the  invalid or unenforceable provision valid and enforceable  to
the  maximum  extent  permissible  under  applicable  law.   This
Agreement shall be construed in accordance with the laws  of  the
State of Kentucky, and Participant and the Company hereby consent
to  the  filing  and  conduct of any litigation  concerning  this
Agreement exclusively in the State of Kentucky.

      20.   Whenever the singular number is used herein it  shall
include  the  plural if the context so requires and reference  to
the  masculine  gender herein shall be deemed  to  refer  to  all
genders.

     21.  The Company, or any successor thereto, may not amend or
terminate   this  Agreement,  without  the  written  consent   of
Participant.

      22.   The Company shall use its best efforts to cause  this
Agreement to be assumed by any successor to the Company by virtue
of a sale of substantially all of its assets or otherwise.

      23.   This Agreement shall supersede any previous agreement
between  Participant  and  the  Company  with  regard  to  salary
continuation benefits, which is deemed to be terminated.

I HAVE READ THIS SALARY CONTINUATION AGREEMENT AND, UNDERSTANDING
ALL  ITS  TERMS, INCLUDING THAT THIS AGREEMENT CONTAINS A BINDING
ARBITRATION  PROVISION WHICH MAY BE ENFORCED BY  THE  PARTIES,  I
SIGN IT AS MY FREE ACT AND DEED.


     IN WITNESS WHEREOF, Participant and the Company, by its duly
authorized   officer,  have  executed  this   Agreement   as   of
_______________, 2000.

                         NS GROUP, INC.:


                         By:

                         PARTICIPANT:


                  SCHEDULE OF DOCUMENTS OMITTED

The  following agreements are substantially identical to the Form
of  Salary  Continuation Agreement shown  here,  except  for  the
identity  of the employees, dates of execution and the amount  of
the  monthly  benefit. These documents are not filed as  separate
documents in accordance with Exchange Act rule 12b-31.


    Employee                        Monthly Benefit

Clifford R. Borland                    $16,406
Rene J. Robichaud                      $15,000
William W. Beible, Jr.                 $10,417
Thomas J. Depenbrock                   $ 6,667
Thomas L. Golatzk                      $ 6,042
Frank J. LaRosa                        $ 5,833


</TEXT>
</DOCUMENT>
