EXHIBIT 10.2

                            ROCKY SHOES & BOOTS, INC.
                           RESTRICTED STOCK AGREEMENT
                         [RELATING TO SHARES GRANTED TO
                      NON-EMPLOYEE DIRECTORS AS A RETAINER]
                                    UNDER THE
                            2004 STOCK INCENTIVE PLAN

       Rocky Shoes & Boots, Inc. (the "Company") hereby grants, effective this
_____ day of ______________, ______ (the "Effective Date") to (the "Grantee")
________ shares of its common stock, without par value (the "Restricted
Shares"), pursuant to the Company's 2004 Stock Incentive Plan (the "Plan"),
subject to the following:

         1. RELATIONSHIP TO THE PLAN. These Restricted Shares are granted
pursuant to the Plan, and are in all respects subject to the terms, provisions
and definitions of the Plan and any amendments thereto. The Grantee acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with the
terms and conditions thereof. The Grantee accepts these Restricted Shares
subject to all the terms and provisions of the Plan. The Grantee further agrees
that all decisions and interpretations made by the Stock Option and Compensation
Committee (the "Committee"), as established under the Plan, and as from time to
time constituted, are final, binding, and conclusive upon the Grantee and his or
her heirs.

         2. VESTING AND RESTRICTIONS. These Restricted Shares are fully vested
as of the Effective Date but are not tradable in the public markets until the
first anniversary of the Effective Date.

         3. GENERAL. This Agreement will be construed as a contract under the
laws of the State of Ohio without reference to Ohio's choice of law rules. It
may be executed in several counterparts, all of which will constitute one
Agreement. It will bind and, subject to the terms of the Plan, benefit the
parties and their respective successors, assigns, and legal representatives.

         IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the date first above written.


GRANTEE:                                    ROCKY SHOES & BOOTS, INC.


                                            By:
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                                            Its:
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