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NS GROUP, INC.             DECEMBER 31, 2003 FORM 10-K              EXHIBIT 10.6

                  FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT

         AGREEMENT by and between NS Group, Inc., a Kentucky Corporation (the
"Company"), and _____ (the "Employee"), dated as of the ____ day of _____, 2000.

         The Company wishes to assure that it will have the continued dedication
of the Employee notwithstanding the possibility, threat or occurrence of a
Change of Control (as defined below) of the Company. The Company believes it is
imperative to diminish the inevitable distraction of the Employee by virtue of
the personal uncertainties and risks created by a pending or threatened Change
of Control, to encourage the Employee's full attention and dedication to the
Company upon a Change of Control, and to provide the Employee with compensation
arrangements upon a Change of Control which provide the Employee with individual
financial security and which are competitive with those of other corporations
and, in order to accomplish these objectives, the Company desires to enter into
this Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1.       CERTAIN DEFINITIONS

                  (a)      "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 percent or
                           greater voting or economic interest or the power to
                           control. For the purposes of this definition,
                           "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)      "Agreement Period" shall mean the period as defined
                           in Section 2 of this Agreement.

                  (c)      "Board of Directors"' shall mean the Board of
                           Directors of the Company as constituted from time to
                           time.

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                  (d)      "Change of Control" shall mean:

                           (i)      the direct or indirect sale, lease, exchange
                                    or other transfer of all or substantially
                                    all of the assets of the Company to any
                                    Person 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;

                           (ii)     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;

                           (iii)    the stockholders of the Company shall
                                    approve any plan or proposal for the
                                    liquidation or dissolution of the Company;

                           (iv)     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
                                    (the "Exchange Act") ("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;

                           (v)      a Person or Group of Persons, together with
                                    any Affiliates thereof, shall succeed in
                                    having a 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 (i), (iv)
                                    and (v) 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.

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                           (e)      "Cause" shall be defined as (i) Conviction
                                    or judicial admission by the Employee of any
                                    felony criminal act, a crime involving moral
                                    turpitude, or a crime of fraud or
                                    dishonesty; (ii) acts by Employee
                                    constituting gross negligence or willful
                                    misconduct to the detriment of the Company;
                                    (iii) Employee's misfeasance, nonfeasance or
                                    malfeasance in the performance of his
                                    duties; [OR] (iv) Employee's failure or
                                    refusal to comply with the lawful directions
                                    of Company's Board of Directors or with the
                                    policies, standards and regulations of the
                                    Company after notice and failure to cure
                                    within thirty (30) days; [OR (v) EMPLOYEE'S
                                    BREACH OF SECTIONS 4, 5, 6, 7, AND 9 OF THE
                                    EMPLOYMENT AGREEMENT].

                           (f)      "Company" as used herein includes NS Group,
                                    Inc. and any of its subsidiaries and
                                    divisions and, as provided by Section 12(b)
                                    hereof, any successor.

                           (g)      "Date of Termination" shall be the date on
                                    which the Notice of Termination is actually
                                    received by the addressee, or alternatively,
                                    if the Notice of Termination specifies a
                                    date other than the date of receipt of such
                                    notice then that specified date shall be the
                                    Date of Termination.

                           (h)      "Effective Date" shall mean the first date
                                    on which a Change of Control occurs;
                                    provided, however, that if the Employee's
                                    employment is terminated by the Company
                                    prior to the date on which a Change of
                                    Control occurs, and the Employee can
                                    reasonably demonstrate that such termination
                                    by the Company was in contemplation of a
                                    Change of Control, then for all purposes of
                                    this Agreement the "Effective Date" shall
                                    mean the date immediately prior to the date
                                    of such termination.

                           (i)      "Good Reason" means: (i) any material
                                    adverse change in compensation to the
                                    Employee; (ii) substantial decrease in the
                                    nature or scope of the Employee's duties,
                                    responsibilities, powers, authority, title,
                                    position or status; (iii) unreasonable
                                    travel requirements; (iv) any relocation
                                    required on the part of Employee, without
                                    his consent, outside of a 50-mile radius
                                    from his primary residence on the Effective
                                    Date; or (v) material breach by the Company
                                    of an employment, compensation or similar
                                    agreement between the Employee and the
                                    Company.

                           (j)      "Person" means any 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) or 14(d) (2) of the Exchange Act.

                           (k)      "Voting Power" shall mean the voting power
                                    of all securities of a Person then
                                    outstanding generally entitled to vote for
                                    the election of directors of

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                                    the Person (or, where appropriate, for the
                                    election of persons performing similar
                                    functions).

         2.       AGREEMENT PERIOD

         The Company hereby agrees to provide the Employee with the protections
and benefits enumerated in Section 3 of this Agreement for the period commencing
on the Effective Date and ending on the third anniversary of the Effective Date.

         3.       OBLIGATIONS OF THE COMPANY UPON TERMINATION

                  (a)      Notice of Termination. Any termination after the
                           Effective Date by the Company or by the Employee
                           shall be communicated by Notice of Termination,
                           within ten (10) business days after the later of the
                           date of employment termination or the date of Change
                           of Control, to the other party hereto given in
                           accordance with Section 13(c) of this Agreement. For
                           purposes of this Agreement, a "Notice of Termination"
                           means a written notice which (i) sets forth in
                           reasonable detail the facts and circumstances claimed
                           to provide a basis for termination of the Employee's
                           employment, and (ii) if the termination date is other
                           than the date of receipt of such notice, specifies
                           the termination date.

                  (b)      Termination by the Company for Cause; Termination by
                           the Employee for Other Than Good Reason. If during
                           the Agreement Period, the Employee's employment is
                           terminated by the Company for Cause, by the Employee
                           other than for Good Reason, or by reason of death or
                           disability, this Agreement shall terminate without
                           further obligations to the Employee.

                  (c)      Termination by the Company other than for Cause;
                           Termination by the Employee for Good Reason. If,
                           during the Agreement Period, the Company shall
                           terminate the Employee's employment other than for
                           Cause, or the employment of the Employee shall be
                           terminated by the Employee for Good Reason, the
                           Employee shall be entitled to the following payments
                           and benefits:

                           (i)      The Company shall pay to the Employee in a
                                    lump sum in cash within thirty (30) days
                                    after the Date of Termination the aggregate
                                    of ______times the amount of the Employee's
                                    base salary in effect on the Date of
                                    Termination _______times the average amount
                                    of the Employee's annual bonus payments made
                                    in the ______years prior to the Date of
                                    Termination, plus a payment equal to a pro
                                    rata portion (based on the whole number of
                                    months worked in the fiscal year by the
                                    Employee prior to the Date of Termination
                                    and, if applicable performance targets have
                                    not been met on the Date of Termination,
                                    based on a reasonable estimate of the amount
                                    of

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                                    bonus to be earned for the full year) of the
                                    Employee's annual bonus for the year of
                                    termination.

                           (ii)     For ______years after the Date of
                                    Termination, the Company shall continue
                                    providing medical, dental, life and
                                    disability insurance benefits to the
                                    Employee in an amount equivalent to that
                                    which would have been provided to the
                                    Employee had the Employee's employment not
                                    been terminated. The Employee shall not be
                                    obligated to pay higher fees for such
                                    benefits than he or she was paying, at the
                                    Date of Termination. In the event it is not
                                    possible to provide this continued coverage,
                                    the Company shall provide the Employee with
                                    a cash payment in the amount necessary for
                                    the Employee to purchase equivalent
                                    insurance for _____years after the Date of
                                    Termination.

                           (iii)    Within ten (10) business days after the
                                    later of the date of employment termination
                                    or the date of Change of Control, the
                                    Company shall provide, at no cost to the
                                    Employee, individual outside assistance for
                                    the Employee in finding other employment.
                                    Such obligation may be fulfilled by the
                                    Company through the retention of an
                                    outplacement service for use by the
                                    Employee.

         4.       NON-REDUCTION OF TERMINATION BENEFITS

         In the event the Company's independent auditors (the "Accounting Firm")
shall determine that any payment or distribution by the Company to or for the
benefit of the Employee made pursuant to Section 3 of this Agreement would be
nondeductible by the Company for Federal income tax purposes because of Section
280G of the Internal Revenue Code of 1986 ("Code"), as amended, then the Company
shall nonetheless pay to Employee all payments and distributions under Section
3. If the Accounting Firm makes such a determination, the Company shall promptly
provide the Employee with notice to that effect with a copy of the detailed
calculation thereof. The Employee shall pay all taxes on all such payments and
distributions under Section 3 that are imposed on Employee, including the excise
tax under Section 280G of the Code.

         5.       FUNDING OF GRANTOR TRUST

         The Board of Directors of the Company shall have the option to
establish a so-called "Rabbi Trust" upon the occurrence, or in anticipation, of
a Change of Control to secure for the Employee the benefits provided pursuant to
Section 3 of this Agreement. If the Board of Directors elects to do so, the
Company shall, immediately upon the occurrence of a Change of Control, make an
irrevocable contribution to the Rabbi Trust in an amount that is sufficient to
pay the Employee the benefits to which such Employee would be entitled pursuant
to the terms of this Agreement as of the date on which the Change of Control
occurred.

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         6.       NON-EXCLUSIVITY OF RIGHTS

         Nothing in this Agreement shall prevent or limit the Employee's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its affiliated companies and
for which the Employee may qualify, nor shall anything herein limit or otherwise
affect such rights that the Employee may have under any stock option or other
agreements with the Company. Amounts which are vested benefits or which the
Employee is otherwise entitled to receive under any plan or program of the
Company at or subsequent to the Date of Termination shall be payable in
accordance with such plan or program.

         7.       NO SETOFF; COOPERATION

         The Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Employee or others.

         8.       CONFIDENTIAL INFORMATION

         Employee specifically agrees that he will not at any time, whether
during his employment or for a period of two (2) years after such employment
ends for any reason, disclose or communicate to any third party or use for any
purpose (other than during his employment by the Company for proper business
purposes) any secret, proprietary or confidential information, or trade secret,
relating to the business of Company, or any subsidiary or affiliate of Company,
including business methods and techniques, research data, marketing and sales
information, customer lists, know-how, and any other information, process or
technique or information, customer lists, know-how, and any other information,
process or technique or information concerning the business of Company, or any
subsidiary or affiliate of Company, their manner and method of operation, their
plans or other data not disclosed to the general public or known within the
industry, regardless of whether such information or trade secret was acquired
prior to or after execution of this Agreement.

         9.       NON-SOLICITATION

         Employee shall not, either directly or indirectly, by or for himself,
or as agent of another, or through others as his agent, in any way seek to
induce, bring about, promote, facilitate or encourage the discontinuance of or
in any way solicit for himself or others, those persons or entities who are
employees of the Company, or any subsidiary or affiliate of the Company.
[REMEDIES FOR ANY BREACH OF THIS SECTION 9 WILL BE THOSE SET FORTH IN SECTIONS 7
AND 8 OF THE EMPLOYMENT AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY.]

         10.      EXCLUSIVE REMEDY

         The Employee's rights to severance benefits pursuant to Section 3
hereof shall apply only in the events specified in this Agreement and shall be
the Employee's sole and exclusive remedy for any termination of the Employee's
employment by the Company other than for Cause or by

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the Employee for Good Reason. The payments, severance benefits and severance
protections provided to the Employee pursuant to this Agreement are provided in
lieu of any severance payments, severance benefits and severance protections
provided in any employment agreement or any other plan or policy of the Company,
except (i) as may be expressly provided in writing under the terms of any plan
or policy of the Company; or (ii) as provided in any Non-Qualified Stock Option
Agreement between the Company and the Employee and any Salary Continuation
Agreement between the Company and the Employee; or (iii) as may be provided in a
written agreement between the Company and the Employee entered into on or after
the date of this Agreement. In no event shall the Employee be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Employee under any of the provisions of this Agreement.

         11.      STATEMENT OF INTENTION

         It is the intention of the parties hereto that, prior to the Effective
Date, this Agreement shall not create any rights or obligations in the Employee
or the company, or require any payments by the Company to the Employee.

         12.      SUCCESSORS

                  (a)      The Employee. This Agreement is personal to the
                           Employee and without the prior written consent of the
                           Company shall not be assignable by the Employee
                           otherwise than by will or the laws of descent and
                           distribution. This Agreement shall inure to the
                           benefit of and be enforceable by the Employee's legal
                           representatives.

                  (b)      The Company. This Agreement shall inure to the
                           benefit of and be binding upon the Company and its
                           successors. The Company will require any successor
                           (whether direct or indirect, by purchase, merger,
                           consolidation or otherwise) to all or substantially
                           all of the business and/or assets of the Company to
                           expressly assume and agree to perform this Agreement
                           in the same manner and to the same extent that the
                           Company would be required to perform it if no such
                           succession had taken place.

         As used in this Agreement, "Company" shall include any successor to its
business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.

         13.      MISCELLANEOUS

                  (a)      Interpretation. This Agreement shall be governed by
                           and construed in accordance with the laws of the
                           Commonwealth of Kentucky, without reference to
                           principles of conflict of laws. The captions of this
                           Agreement are not part of the provisions hereof and
                           shall have no force or effect.

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                  (b)      Legal Fees. In the event of any litigation involving
                           this Agreement, and if the Employee is successful in
                           such litigation, the Company will reimburse the
                           Employee for all legal fees and expenses paid by the
                           Employee in prosecuting or defending such litigation.

                  (c)      Notices. All notices and other communications
                           hereunder shall be in writing and shall be given by
                           hand delivery to the other party or by registered or
                           certified mail, return receipt requested, postage
                           prepaid, addressed to the Employee at the Employee's
                           address on the payroll records of the Company and to
                           the Company as follows:

                                            NS Group, Inc.
                                            P.O. Box 1670
                                            Newport, Kentucky 41072
                                            Attention: President

And to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (d)      Severability. The invalidity or unenforceability of
                           any provision of this Agreement shall not affect the
                           validity or enforceability of any other provision of
                           this Agreement.

                  (e)      Withholding Taxes. The Company may withhold from any
                           amounts payable under this Agreement such Federal,
                           state or local taxes as shall be required to be
                           withheld pursuant to any applicable law or
                           regulation.

                  (f)      No Waiver. The failure of the Employee or the Company
                           to insist upon strict compliance with any provision
                           hereof shall not be deemed to be a waiver of such
                           provision or any other provision thereof.

                  (g)      Entire Agreement. This Agreement contains the entire
                           understanding of the Company and the Employee with
                           respect to the subject matter hereof. This Agreement
                           may not be amended or modified otherwise than by a
                           written agreement executed by the parties hereto or
                           their respective successors and legal
                           representatives.

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                  (h)      Dispute /Resolution Procedures. 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
                           Employee and a designated representative of the
                           Company shall meet to negotiate and attempt to
                           resolve such question in good faith. The Employee 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 any judgment 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 Employee 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.

                  (i)      This Agreement shall supersede any previous agreement
                           between Employee and the Company with regard to the
                           change of control benefits, which is deemed to be
                           terminated.

         IN WITNESS WHEREOF, the Employee and the Company have executed this
Agreement as of the day and year first above written.

I HAVE READ THIS CHANGE OF CONTROL SEVERANCE 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.

                                         Employee:

                                         _______________________________________
                                         [EMPLOYEE NAME]

                                         Company:

                                         NS GROUP, INC.

                                         By:____________________________________

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SCHEDULE OF DOCUMENTS OMITTED

The following agreements are substantially identical to the Form of Change of
Control Severance Agreement shown here, except for the identity of the employee,
dates of execution and, except that under paragraph 3. (c) (i), Messrs.
Robichaud payment would be the aggregate of three times the amount his then
current base salary and three times the average amount of his bonus payments in
the prior five years. Messrs. Depenbrock, Golatzki, LaRosa, Okrzesik and Weber's
payment would be the aggregate of two times the amount of their then current
base salary and two times the average amount of their bonus payments in the
prior five years. These documents are not filed as separate documents in
accordance with Exchange Act rule 12b-31.

Employee:

Rene J. Robichaud
Thomas J. Depenbrock
Thomas L. Golatzki
Frank R. LaRosa
Robert L. Okrzesik
Thomas J. Weber

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