EXHIBIT 10.2



                          RELOCATION POLICY AGREEMENT
                            VICE PRESIDENT AND ABOVE
                                 MARTIN P. COLES


OVERVIEW

When approved by the hiring manager, we provide financial assistance to
newly-hired employees and existing employees required to relocate their primary
place of residence in order to meet our business requirements. Our intent is to
pay for certain actual and necessary expenses relating to the move from one
residence to a similar type of residence. It is not our intent to fully
compensate you for all expenses you may incur in a move. Assistance will only be
provided for relocation completed within one year from date of transfer or date
of hire.


GUIDELINES

A.       DISPOSAL OF FORMER RESIDENCE

1.       If you own a primary residence at the time of your relocation, you will
         be reimbursed for the following items that you may actually incur
         related to its sale: Realtor's fee up to 6% of the selling price,
         transfer taxes, stamps, recording and inspection fees (including
         septic), required incidental expenses and required attorney's fees up
         to $300. A copy of the settlement statement is required. We will
         reimburse you up to a maximum of $165,000.

2.       In addition, up to one, three-day trip to attend the closing will be
         reimbursed based on the same guidelines for lodging, meals and rental
         car as outlined under the House/Apartment Hunting section of this
         document. This trip would count as a return visit trip (see Temporary
         Living section).

3.       The former residence must be sold within eighteen (18) months of the
         original listing date to qualify for reimbursement of expenses relating
         to the disposal of the residence.

4.       Loan - As we understand that you intend to sell your current home in
         California, Reebok hereby agrees to provide to you a line of credit of
         up to $300,000 at an interest rate equal to the federal short-term rate
         in effect at the time of entering into the loan under Section 1272(d)
         of the Internal Revenue Code, compounded semi-annually (the "Loan").

              o The Loan will accrue interest as set forth in the Revolving
                Promissory Note evidencing any drawdown, but such interest will
                be deferred and not be payable until June 30, 2005; provided,
                however, that if you remain employed with Reebok beyond that
                date then the principal and interest will be forgiven in its
                entirety. You agree that in the event your employment with the
                Company is terminated for any reason (other than death) prior to
                June 30, 2005, you will repay to the Company the entire
                principal of the Loan and any accrued interest.

              o Prior to any draw down on the Loan and any distribution of funds
                pursuant to the Loan, you must execute a Revolving Promissory
                Note. Reebok will provide you with a Revolving Promissory Note
                for execution within seven (7) days of your request for the
                funds and following execution of this Agreement. The proceeds
                from the Loan will be payable to you within fourteen (14) days
                after your execution of the Revolving Promissory Note.

              o Any repayment called for under this Section will be made to the
                Company within fourteen (14) days of your last day of employment
                by the Company; alternatively, at the Company's sole discretion,
                the loan repayment obligation may be satisfied, in whole or in
                part, by the Company offsetting that obligation against amounts
                owed to you by the Company, including any salary continuation
                under Section 11 of your Employment Agreement.

B.       HOUSEHOLD MOVING

1.       We will coordinate and directly pay for packing, shipping and unpacking
         of household effects, such as clothing, furniture, household
         furnishings, luggage, appliances, canned and non-perishable foods,
         books, periodicals, bicycles, motorcycles, mopeds and yard equipment.

2.       We will coordinate the shipment of three vehicles and a motorcycle
         given the following guidelines:

         a.    If the distance moved is less than 400 miles, it is expected
               vehicles will be driven by the employee to the new location and
               business mileage allowance reimbursed.

         b.    If the distance moved is between 401 - 1500 miles, one vehicle
               will be transported. A second vehicle would be expected to be
               driven to the new location by the employee and the business
               mileage allowance would be paid.

         c.   If the distance moved is greater than 1500 miles, two vehicles
              will be transported.

3.       The moving companies designated by RIL must be used in order to
         qualify for coverage under this policy. We will obtain up to $75,000
         of Replacement Value Protection Coverage for the above items. When
         household effects with an estimated value exceed $75,000, the employee
         will have the option to purchase additional coverage through the
         carrier.

4.       We will also reimburse for transporting household pets.  We do not
         reimburse the boarding or quarantine fees associated with transporting
         pets.

5.       We do not provide for moving or insuring boats or aircraft, mobile
         homes, trailers, campers, horses and horse trailers, explosives or
         flammable products, firewood, trees, plants, flowers, antique or
         custom cars, currency, securities, notes, deeds, coins, stamps, furs,
         jewelry, building materials, frozen foods, services performed by
         relatives or dependents, as well as gifts or gratuities to moving
         company employees.

6.       We do not provide for the disassembly or the re-installation of
         unusual items, such as playhouses, swimming pools, regulation pool
         tables, steel shelving, worktables, waterbeds, draperies, window
         treatments, wall to wall carpeting, stereo or electronic systems and
         the like.

         We will pay the fees for the disassembly of your gym and grandfather
         clock.

7.       We do not provide for housecleaning or maid services at either the
         departing or new residence, nor for the servicing of washers, dryers,
         refrigerators, hot tubs and other appliances that may require special
         servicing before being moved.

8.       Temporary storage-in-transit of household goods will be provided by the
         carrier, if necessary, for up to 90 days.


C.       MOVING THE FAMILY

1.        We will reimburse the cost of one-way coach air fare for family
          members currently living with you and moving to the new location. If
          it is reasonable for the family to use their own vehicle for this
          trip, we will allow a business mileage reimbursement allowance in lieu
          of coach air fare. We will also reimburse the cost of a round trip
          coach air fare for family members for one trip to interview with local
          schools. Air transportation for family members is not reimbursed for
          moves of less than 400 miles. We require that you utilize our in-house
          travel agency for all travel arrangements.


D.       TEMPORARY LIVING

1.        We will reimburse you for temporary living expenses until your family
          relocates to the Boston area, beginning January 1, 2002 for up to 180
          days, unless new living quarters are available earlier.

2.        While in temporary living quarters, away from the family, you will be
          reimbursed coach air fare, taxi and other necessary associated travel
          expenses for two return trips home per month, up to a maximum of
          $2,400 per month. This will require advance planning and purchase. If
          a trip is required to attend the closing on the sale of the former
          residence, that will be counted as one trip home under this allowance.



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E.       SECURING A NEW RESIDENCE

1.        Homeowners will be reimbursed for the following items related to the
          purchase of a single family home: Attorney's fee to $800, loan
          application of up to $300, one appraisal fee, inspection fees
          (including septic), plot plan, title search, and bank required title
          insurance, mortgage and deed recording fees, and state and local
          transfer tax, if applicable. Providing you purchase a home within
          twelve months of your employment date, and in the event you are not
          able to match your current mortgage rate, we will reimburse you up to
          one and one half points (1.5% of the mortgage) up to a maximum of
          $18,000. A copy of the settlement statement is required for
          reimbursement.


F.       MISCELLANEOUS EXPENSE ALLOWANCE (INCIDENTAL EXPENSES)

1.        We will provide you with a net check of $50,000, to be used to defray
          moving expenses not covered by this policy, such as license and
          registration fees, boarding of pets, household appliances connections,
          disassembly and assembly of unusual items (shelving, stereo systems
          etc.), cleaning services, gratuities and the like.


G.       TAXES - ALL RELOCATIONS

1.       The employee is generally entitled to a deduction in computing
         adjusted gross income for moving expenses which are those reasonable
         expenses incurred in connection with:

a.       Moving household goods and personal effects from the former residence
         to the new residence and

b.       Traveling (including lodging) from the former residence to the new
         residence.

         There are no deductions for any other expenses incurred.

2.       To obtain a deduction in computing adjusted gross income for the
         moving expenses described above, the distance between the employee's
         former home and new place of work must be 50 miles more than the
         distance between the employee's former home and place of work.

3.       We are not required and will not include on your W-2 any amounts
         received directly or indirectly by you for the moving expenses
         described above. However, if you claim a deduction for the moving
         expenses described above in a taxable year prior to a reimbursement by
         the Company, the reimbursement is required to be included in your
         gross income.

4.       We are required to include on your W-2 any amounts received directly
         or indirectly by you for relocation related expenses not described
         above. For example, reimbursements for expenses for meals when
         traveling in connection with searching for a new resident, and
         reimbursement for residence sales, purchase, and lease expenses will
         be included in gross income and will be subject to income tax.

5.       We will gross up for Federal and State purpose, approved
         non-deductible expenses except for miscellaneous expense allowances.
         You will be notified of FICA taxes due, which will be deducted from
         your paycheck.

         Definition: Gross up is an additional payment that when added to the
         non-deductible relocation expenses and included in income subject to
         State and Federal taxes, would net the actual non-deductible expense.
         In essence, the gross-up compensates for the additional, Federal and
         State taxes due as a result of taxable relocation reimbursements.

6.       You should consult your personal tax advisor for specific information
         relating to the deductibility of relocation expenses.


H.       TERMINATION WITHIN TWENTY-FOUR (24) MONTHS

1.       If you voluntarily terminate employment within twenty-four (24) months
         of the date of hire or date of transfer, you must reimburse the
         Company for a portion of the relocation expenses equal to one
         twenty-fourth of the total amount for each month remaining. For
         example, if you resign three (3) months after the physical relocation,
         you must reimburse RIL for 21/24th of the total relocation expenses
         paid by the Company.


I.       PAYMENT PROCEDURE

1.       The payment of relocation expenses, except those related to the
         shipment and/or storage of household goods, and any pre-paid airfare,
         is initially the relocating employee's personal responsibility. We do
         not honor directly billed relocation expenses other than shipment
         and/or storage of household goods, and any pre-paid airfare.

2.       You must complete an expense report and include all receipts in order
         to obtain reimbursement, even if you stayed within allowable dollars
         (i.e., weekly allowance). Expense reports must be approved and signed
         off by the relocating employee's direct manager before submission to
         the Relocation Coordinator in Human Resources.


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J.       REQUESTS FOR EXCEPTIONS

1.       Requests for exceptions or modifications to this policy must be made
         in writing, outlining the circumstances that warrant the exception, and
         approved in writing by the Sr. Vice President of Human Resources RIL.

If for any reason I should voluntarily terminate my employment within
twenty-four (24) months of the date I physically relocate, I understand that I
will be required to reimburse RIL for the pro-rated share of the relocation
expenses paid, and I hereby authorize RIL to deduct any such reimbursement
amounts owed by me from any amounts which it may owe me, including without
limitation, any compensation, severance or other benefit due me as an employee.


                                           /s/ Martin Coles   July 17, 2002
                                          ----------------------------------
                                           Martin Coles                Date


/s/ James R. Jones, III
------------------------
James R. Jones, III
Sr. Vice President of Human Resources