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 Companys registration statement on Form S-3 (the
Registration Statement) and any and all amendments, including post-effective amendments, to the
Registration Statement, and any and all registration statements filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, 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 September 7, 2005.
DIRECTORS/OFFICERS:
|
|
|
Signature |
|
Title |
|
|
|
/s/ Mike Brooks
Mike Brooks |
|
Chairman, Chief Executive Officer,
and a Director (Principal Executive Officer) |
/s/ James E. McDonald
James E. McDonald |
|
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
/s/ Curtis A. Loveland
Curtis A. Loveland |
|
Secretary and a Director |
/s/ J. Patrick Campbell
J. Patrick Campbell |
|
Director |
/s/ Glenn E. Corlett
Glenn E. Corlett |
|
Director |
/s/ Michael L. Finn
Michael L. Finn |
|
Director |
/s/ G. Courtney Haning
G. Courtney Haning |
|
Director |
/s/ Harley E. Rouda
Harley E. Rouda |
|
Director |
/s/ James L. Stewart
James L. Stewart |
|
Director |