BARRY R G CORP /OH/
EX-10.3 ASSOCIATE RETIREMENT PLAN - AMENDMENT #2
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<TYPE>EX-10.3
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<FILENAME>l99443aexv10w3.txt
<DESCRIPTION>EX-10.3 ASSOCIATE RETIREMENT PLAN - AMENDMENT #2
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                                                                   EXHIBIT 10.3

                             AMENDMENT NO. 2 TO THE
               R. G. BARRY CORPORATION ASSOCIATES' RETIREMENT PLAN
        (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997, AND EXECUTED ON
                               DECEMBER 31, 2001)
                                     FOR THE
                         ECONOMIC GROWTH AND TAX RELIEF
                           RECONCILIATION ACT OF 2001

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

         WHEREAS, the Plan provides that it may be amended from time to time;
and

         WHEREAS, the Economic Growth & Tax Relief Reconciliation Act of 2001
("EGTRRA") became law generally effective on and after January 1, 2002; and

         WHEREAS, the Sponsor also desires to amend the Plan for certain other
purposes;

         NOW, THEREFORE, the Plan is amended as follows:

         1. The following shall be added to Section 2.1(a)(2) of the Plan,
effective for distributions with annuity starting dates on or after December 31,
2002:

         Notwithstanding any other Plan provisions to the contrary, the
         applicable mortality table used for the purpose of adjusting any
         benefit or limitation under Section 415(b)(2)(B), (C) or (D) of the
         Code (as further described in Section 4.11 of the Plan) or with regard
         to the payment of any lump sum benefit from the Plan, is the table
         prescribed in Rev. Rul. 2001-62.

         2. The following shall be added to Section 2.1(j) of the Plan at the
end thereof, effective for Compensation earned during the first Plan Year
beginning after December 31, 2001:

         In determining benefit accruals in Plan Years beginning after December
         31, 2001, the annual compensation limit for determination periods
         before January 1, 2002 shall be $200,000.

         3. Section 4.13(b)(3) of the Plan shall be deleted in its entirety and
the following shall be substituted, effective for distributions from the Plan
after December 31, 2001:

         (3)      "ELIGIBLE RETIREMENT PLAN" means an individual retirement
                  account described in Code Section 408(a), an individual
                  retirement annuity described in Code Section 408(b), an
                  annuity plan described in Code Section 403(a) or a qualified
                  trust described in Code Section 401(a) that accepts the
                  Distributee's Eligible Rollover Distribution. Effective for
                  distributions from the Plan on and after January 1, 2002, an
                  "ELIGIBLE RETIREMENT PLAN" shall also mean an annuity contract
                  described in Code Section 403(b) and an eligible plan under
                  Code Section 457(b) which is maintained by a state, political
                  subdivision of a state or any agency or instrumentality of a
                  state or political subdivision of a state and which agrees to

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                  separately account for amounts transferred into such plan from
                  this Plan. The definition of eligible retirement plan shall
                  also apply in the case of a distribution to a surviving Spouse
                  or to a Spouse or former Spouse who is the alternate payee
                  under a qualified domestic relations order, as defined in Code
                  Section 414(p).

         4. Section 6.9 shall be deleted in its entirety and the following shall
be substituted, effective for claims filed on or after January 1, 2002:

         6.9      CLAIMS FOR BENEFITS

         (a)      FILING A CLAIM

                  A Participant, Beneficiary, alternate payee, or such person's
         authorized representative, or the Employer acting on behalf of such
         individual will notify the Committee or its designee of a claim for
         benefits under the Plan. Such request will set forth the basis of such
         claim and will authorize the Committee to conduct such examinations as
         may be necessary for the Committee to determine, in its discretion, the
         validity of the claim, and to take such steps as may be necessary to
         facilitate the payment of benefits to which the claimant may be
         entitled under the terms of the Plan. Before deciding the claim, the
         Committee shall review the provisions of the Plan, summary plan
         description and other relevant plan documents, including similar
         claims, in order to ensure and verify that the claim is made in
         accordance with such documents and the decision is applied consistently
         with regard to similarly situated claimants.

                  A decision by the Committee on a claim for benefits under the
         Plan, other than a claim for Disability benefits pursuant to Section
         4.4 of the Plan, will be made within a reasonable period of time and
         not later than 90 days after the Committee's receipt of such claim,
         unless special circumstances require an extension of the time for
         deciding the claim, in which case a decision will be rendered as soon
         as reasonably possible, but not later than 180 days after the initial
         receipt of the claim for benefits. The claimant will be notified of the
         extension prior to the expiration of the 90-day period described in
         this paragraph. Such notice to the claimant shall indicate the special
         circumstances requiring the extension and the date by which the
         Committee expects to render a decision.

                  A decision by the Committee on a claim for Disability
         retirement pursuant to Section 4.4 of the Plan shall be made promptly
         and not later than 45 days after the Committee's receipt of the claim,
         unless the Committee determines that an extension of time of 30 days is
         necessary due to matters beyond the control of the Plan, and notifies
         the claimant prior to the expiration of the 45-day period of the
         circumstances requiring the extension of time and the date a decision
         will be made. If, prior to the end of the first 30-day extension
         period, the Committee determines that, due to matters beyond the
         control of the Plan, a decision cannot be rendered within the first
         30-day extension period and notifies the claimant of the circumstances
         requiring the need for an additional extension, the determination may
         be extended for an additional 30 days after the expiration of the first
         30-day extension. The notice to the claimant of the first or second
         30-day extension shall explain the standards on which entitlement of a
         benefit is based, the unresolved issues that prevent a decision on the
         claim and the additional information



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         needed to resolve such issues. To the extent that the Committee
         requests an extension due to the failure of the claimant to submit
         information necessary to decide a claim, the period of making the
         benefit determination described in this paragraph shall be tolled from
         the date on which the notification of the extension is sent to the
         claimant until the date on which the claimant responds to the request
         for additional information. The claimant shall be afforded at least 45
         days within which to provide the specified information.

         (b)      DENIAL OF CLAIM

                  Whenever a claim for benefits by a claimant has been denied by
         the Committee, in whole or in part, a written notice, prepared in a
         manner calculated to be understood by such individual, must be provided
         by written or electronic means, and must set forth:

                  (a) the specific reason or reasons for the denial;

                  (b) the specific reference to the pertinent Plan provisions on
         which the denial is based;

                  (c) a description of any additional material or information
         necessary for the claimant to perfect the claim and an explanation of
         why such material or information is necessary; and

                  (d) an explanation of the Plan's claim review procedure and
         the time limits applicable to such procedures, including a statement of
         the claimant's right to bring a civil action under Section 502(a) of
         ERISA following an adverse determination.

                  In the case of an adverse determination of a claim for
         Disability benefits in accordance with Section 4.4 of the Plan, the
         information provided to the claimant shall also include, to the extent
         necessary, the information set forth in Department of Labor Regulation
         2560.503-1(g)(1)(v).

         (c)      REMEDIES AVAILABLE TO CLAIMANTS

                  Upon denial of his claim by the Committee, the claimant may:

                  (a) request a review upon written application to the Plan;

                  (b) review and receive copies of all documents, records and
         other information relevant to claimant's claim for benefits; and

                  (c) submit issues and comments in writing to a named
         fiduciary.

                  The claimant will have 60 days (180 days in the case of a
         claim for Disability benefits) after receipt of the notification of a
         denial of his or her claim to request a review of such denied claim.



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                  The named fiduciary will consider all information submitted by
         the claimant, regardless of whether the information was part of the
         original claim. A decision by a named fiduciary will be made within a
         reasonable period of time and not later than 60 days (45 days in the
         case of a claim for Disability benefits) after the named fiduciary's
         receipt of a request for review, unless special circumstances require
         an extension of the time for processing, in which case, a decision will
         be rendered as soon as possible, but not later than 120 days (90 days
         in the case of a claim for Disability benefits) after receipt of a
         request for review. The claimant will be notified of the extension
         prior to the expiration of the 45- or 60-day period described in this
         paragraph. Such notice to the claimant shall indicate the special
         circumstances requiring the extension and the date by which the named
         fiduciary expects to render a decision.

                  The decision on review by a named fiduciary will be in writing
         and will include specific reasons for the decision, written in a manner
         calculated to be understood by the claimant, and specific references to
         the pertinent Plan provisions on which the decision is based. The
         decision shall also include a statement of the claimant's right to
         bring an action under Section 502(a) of ERISA.

                  In the case of a claim for Disability benefits: (a) the review
         of the denied claim shall be conducted by a named fiduciary who is
         neither the individual who made the benefit determination nor a
         subordinate of such person; and (b) no deference shall be given to the
         initial benefit determination. For issues involving medical judgment,
         the named fiduciary must consult with an independent health care
         professional, who may not be the health care professional who decided
         the initial claim.

         5. The following shall be added prior to the first sentence of Section
4.11(a) of the Plan, effective for Limitation Years beginning after December 31,
2001:

                  Amendments to the Plan set forth by the Economic Growth and
         Tax Relief Reconciliation Act of 2001 shall apply to Participants who
         are credited with an Hour of Service on or after the date the amended
         provision is first effective.

         6. The words "(together with that provided by all other defined benefit
plans of the Employer or any Affiliate)" set forth in Section 4.11(a) of the
Plan shall be deleted in their entirety and the following shall be substituted,
effective for Limitation Years ending after December 31, 2001:

         (together with that provided by all other defined benefit plans of the
         Employer or any Affiliate, excluding any multiemployer defined benefit
         plan under which a Participant also accrues a benefit)

         7. The following sentence shall be added prior to the first sentence of
the second paragraph of Section 4.11(b):

                  This paragraph shall cease to be applicable for Limitation
         Years ending after December 31, 2001.


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         8. The last paragraph of Section 4.11(b) of the Plan shall be deleted
in its entirety and the following shall be substituted, effective for Limitation
Years ending after December 31, 2001:

         If the retirement benefit of a Member begins after the Member attains
         age 65, the dollar limitation shall be adjusted so that it is the
         Actuarial Equivalent of an annual benefit of such dollar limitation
         beginning at age 65. The Actuarial Equivalent shall be the lesser of
         (i) the equivalent amount computed using the factors used in
         determining the Actuarial Equivalent as described in Section 2.1(a)(1)
         and (2) and (ii) the equivalent amount computed using 5 percent
         interest and the mortality assumptions described in Section 2.1(a)(2).

         9. Section 11.2(c) of the Plan shall be deleted in its entirety and the
following shall be substituted, effective for Plan Years commencing after
December 31, 2001:

                  (c) "KEY EMPLOYEE" means a Member or former Member (and the
         Beneficiaries of such Member) who at any time during the determination
         period was (A) an officer of the Employer with annual compensation
         exceeding $130,000 [as adjusted in accordance with Code Section
         417(i)(1)(A)]; (B) a 5% owner of the Employer; or (C) a 1% owner of the
         Employer or an Affiliate who has annual compensation of more than
         $150,000.

         10. The second sentence of the last paragraph of Section 11.2(d) shall
be deleted in its entirety and the following shall be substituted, effective for
Plan Years commencing after December 31, 2001:

         Furthermore, if a Member has not performed any service for an Employer
         or Affiliate during the one-year period ending on the Determination
         Date, any accrued benefit of such Member (and any account for such
         Member) shall not be taken into account in computing top-heaviness
         under this Article XI.

         11. Section 11.2(d)(3) shall be deleted in its entirety and shall be
restated, effective for Plan Years commencing after December 31, 2001:

         (3)      the amount of distributions to the Member, surviving Spouse or
                  Beneficiary during the one-year period ending on the
                  Determination Date for distribution as a result of separation
                  from service, death or disability, or during the five-year
                  period ending on the Determination Date for all other
                  distributions. Notwithstanding the foregoing, a distribution
                  which is a tax-free rollover contribution (or similar
                  transfer) that is not initiated by the Member or that is
                  contributed to a plan which is maintained by an Employer or
                  Affiliate reduced by--

         12. The following sentence shall be added to Section 11.4(a) at the end
thereof, effective for Plan Years commencing after December 31, 2001:

                  In determining the minimum accrued benefit under this section,
         service with the Employer shall be disregarded to the extent that such
         service occurs during a Plan Year when the Plan benefits no Key
         Employee or former Key Employee.


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         IN WITNESS WHEREOF, this amendment shall be effective as of the dates
set forth above.

                                         R. G. BARRY CORPORATION



                                         By: /s/ Harry Miller
                                             ----------------------------------

                                         Name (Print): Harry Miller
                                                       ------------------------

                                         Title: VP, Human Resources
                                                -------------------------------


Date:  10/8/02
      ---------



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