EX-24 4 l19524aexv24.htm EX-24 EX-24
 

Exhibit 24
POWER OF ATTORNEY
     Each of the undersigned officers and/or directors of Rocky Shoes & Boots, Inc., an Ohio corporation (the “Company”), hereby appoints as his true and lawful attorney-in-fact, Mike Brooks, James E. McDonald, and Curtis A. Loveland, or any of them individually, in his name and on his behalf, and in any and all capacities stated below, to sign and to cause to be filed with the Securities and Exchange Commission the Company’s registration statement on Form S-3 (the “Registration Statement”) and any and all amendments, including post-effective amendments, to the Registration Statement, in connection with or related to the offering contemplated by the Registration Statement and its amendments, if any, hereby granting unto such attorney-in-fact, full power and authority to do and perform in the name and on behalf of the undersigned, in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises as fully as the undersigned could or might do in person, hereby granting to such attorney-in-fact full power of substitution and revocation, and hereby ratifying all that any such attorney-in-fact or his substitute may do by virtue hereof.
     IN WITNESS WHEREOF, we have executed this Power of Attorney, in counterparts if necessary, effective as of March 28, 2006.
DIRECTORS/OFFICERS:
     
Signature   Title
     /s/ Mike Brooks
  Chairman, Chief Executive Officer,
     
     Mike Brooks
  and a Director (Principal Executive Officer)
 
   
     /s/ James E. McDonald
  Executive Vice President and Chief Financial Officer
     
     James E. McDonald
  (Principal Financial and Accounting Officer)
 
   
     /s/ Curtis A. Loveland
  Secretary and a Director
     
     Curtis A. Loveland
   
 
   
     /s/ J. Patrick Campbell
  Director
     
     J. Patrick Campbell
   
 
   
     /s/ Glenn E. Corlett
  Director
     
     Glenn E. Corlett
   
 
   
     /s/ Michael L. Finn
  Director
     
     Michael L. Finn
   
 
   
     /s/ G. Courtney Haning
  Director
     
     G. Courtney Haning
   
 
   
     /s/ Harley E. Rouda, Jr.
  Director
     
     Harley E. Rouda, Jr.
   
 
   
     /s/ James L. Stewart
  Director
     
     James L. Stewart