Associate Retirement Plan - Amendment #1

EXHIBIT 10.2


AMENDMENT NO. 1
TO THE
R. G. BARRY CORPORATION
ASSOCIATES' RETIREMENT PLAN
(amended and restated effective January 1, 1997 and
executed on December 31, 2001)


WHEREAS, R. G. Barry Corporation ("Sponsor") has adopted the R. G. Barry Corporation Associates' Retirement Plan ("Plan"); and


WHEREAS, the Plan provides that the Sponsor may amend the Plan from time to time; and


WHEREAS, the Sponsor desires to amend the Plan in certain respects for the purpose of receiving a favorable determination letter from the Internal Revenue Service;


NOW, THEREFORE, the Plan is amended as follows:


1. Section 2.1(j) shall be deleted in its entirety and the following shall be substituted:


(j) "COMPENSATION" means a Participant's pay, determined as follows:


(1) For all purposes under the Plan, except as otherwise specified,
Compensation means:


(A) for Plan Years beginning on or after January 1, 1991, the
Participant's salary and excludes overtime, cash bonuses and
sales incentive payments.


(B) for Plan Years beginning before January 1, 1991, the
Participant's salary and commissions, but shall exclude
overtime and cash bonuses as well as commissions while a
Class A salesman.


(2) For purposes of applying the limitations described in Section
4.11, the definition of Highly Compensated Employee and the
provisions of Article XI, Compensation means the Member's
"compensation" as defined in Code Section 415(c)(3) [as defined
by reference to Treasury Regulation 1.415-2(d)(11)], including
amounts set forth in Code Section 415(c)(3)(D), including for
Plan Years and Limitation Years beginning on and after January 1,
2001, amounts set forth in Section 132(f)(4) of the Code.


Notwithstanding the foregoing provisions of this Section 2.1(j), the
Compensation of each Emp ...