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                                                                    EXHIBIT 10.3


                                 AMENDMENT NO. 1
                                     TO THE
                             R. G. BARRY CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                            EFFECTIVE JANUARY 1, 1997


         WHEREAS, R. G. Barry Corporation (the "Sponsor") adopted the R. G.
Barry Corporation Supplemental Retirement Plan, as amended and restated (the
"Plan"), effective January 1, 1997; and

         WHEREAS, pursuant to Section 5.06 of the Plan, the Sponsor may amend
the Plan from time to time; and

         WHEREAS, the Sponsor desires to amend certain death benefit provisions
of the Plan;

         NOW, THEREFORE, the Plan is hereby amended in the following respects:

         1. Paragraph (c) of Section 4.06 shall be deleted in its entirety and
the following shall be substituted therefor:

         "(c)     If a Participant who is eligible for an Early Retirement
                  Benefit under the Base Plan dies while employed by an
                  Employer, but before he elects to receive such Early
                  Retirement Benefit, his surviving spouse, if any, shall be
                  entitled to a death benefit beginning on the first day of the
                  month following the Participant's date of death. The death
                  benefit under this paragraph (c) shall be equal to the same
                  benefit that would have been payable to such surviving spouse
                  if the Participant had elected, on the day before his death,
                  to receive his Early Retirement Benefit under this Plan in the
                  form of an immediate annuity for the life of the Participant
                  with a survivor annuity for the life of the spouse equal to
                  100% of the amount of the annuity payable during the life of
                  the Participant. No death benefit shall be payable under this
                  paragraph (c) if a Participant who is eligible for an Early
                  Retirement Benefit, but dies prior to electing to receive such
                  benefit, does not have a surviving spouse on the date of his
                  death."

         2. Paragraph (d) of Section 4.06 shall be deleted in its entirety and
the following shall be substituted therefor:

         "(d)     If a Participant, whose accrued benefit under the Base Plan is
                  fully vested, dies while employed by an Employer, his
                  surviving spouse, if any, shall be entitled to a death benefit
                  beginning on the date the deceased Participant's Deferred
                  Vested Benefit under the Plan would have begun. The death
                  benefit under this paragraph (d) shall be equal to the same
                  benefit that
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                  would have been payable to such surviving spouse if the
                  Participant had terminated his employment on the day before
                  his death and elected to receive his Deferred Vested Benefit
                  under this Plan in the form of an immediate annuity for the
                  life of the Participant with a survivor annuity for the life
                  of the spouse equal to 100% of the amount of the annuity
                  payable during the life of the Participant. No death benefit
                  shall be payable under this paragraph (d) if a Participant,
                  whose accrued benefit under the Base Plan is fully vested,
                  dies while employed by an Employer, but does not have a
                  surviving spouse on the date of his death."

         IN WITNESS WHEREOF, the undersigned has executed this amendment
effective as of May 12, 1998.


                                        R. G. BARRY CORPORATION

                                        By:      /s/ Harry Miller
                                           ------------------------------------
                                        Title:   Vice President-Human Resources
                                              ---------------------------------

Date executed:  5/15/98
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