R.G. BARRY CORPORATION
AMENDED AND RESTATED DEFERRAL PLAN
 Effective as of October 28, 2008
 1.00 Purpose
  2.00 Definitions
  2.01 Account:
 2.02 Beneficiary:
 2.03 Board:
 2.04 Change in Control:
 [1]
 [2]
 [3]
 [4]
  2.05 Code:
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2.06 Committee:
 2.07 Company:
 2.08 Director: [1] [2]
 2.09 Disability:
 [1]Unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months; or[2]By reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous period of
not less than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Participants employer; or[3]Determined to be totally disabled by the Social Security Administration or the
Railroad Retirement Board.
 2.10 Eligible Person:
 2.11 Employee:
 2.12 Employer:
 2.13 Equity Plan:
 2.14 ERISA:
 2.15 Inactive Participant: [1] [2] [3]
 2.16 Investment Fund:
 2.17 Key Employee:
 2.18 Member: [1] [2] [3]
 2.19 Participant:
 2.20 Participation Agreement:
 2.21 Plan:
 2.22 Plan Benefit:
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2.23 Plan Year:
 2.24 Related Entity:
 2.25 Termination:
 2.26 Valuation Date: [1] [2] [3]
 3.00 Eligibility and Participation
 3.01 Eligibility. [1] [2] [a] [b]
 3.02 Duration of Participation. [1] [2] [3] [a] [b]
 3.03 Participation Agreement.
 [1]
 [2]
 [3]
 3




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[4]
 4.00 Credits to Accounts
 4.01 Participants Accounts. [1] [2]
 4.02 Investment Fund.
 4.03 Vesting.
 5.00 Distribution of Plan Benefits
 5.01 Normal Time, Schedule and Form of Payment.
 [1] [a] [b] [c]
 [2]
 [3]
 5.02 Optional Time, Schedule and Form of Payment.
 [1] [a] [b] [c]
 [2]
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[3]
 5.03 Effect of Code §§280G and 4999. [1] [2]
 5.04 Full Discharge.
 6.00 Taxes
 6.01 Withholding for Taxes Due on Plan Benefits.
 6.02 Withholding for Taxes Due Before Plan Benefits Begin.
 7.00 Administration
 7.01 Committee
 7.02 Committee Duties.
 [1]
 [2]
 [3]
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[4]
 [5]
 [6]
 [7]
 [8]
 [9]
 [10]
 [11]
 7.03 Benefit Claims.
 [1]
 [2]
 [3]
 [a]
 [b]
 [c]
 [d]
 [e]
 6




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[4]
 [a]
 [b]
 [c]
    [i] [ii]
  7.04 Delegation of Administrative Responsibility.
 [1]
 [2]
 7




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7.05 Compensation, Expenses and Indemnity.
 [1]
 [2]
 [3]
 7.06 Effect of Committee Action.
 [1]
 [2]
 8.00 Amendments
 8.01 Companys Right to Amend Plan.
 8.02 Action by Company.
 9.00 Termination/Withdrawal
 9.01 Right to Terminate.
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9.02 Distribution of Plan Benefits After Plan Termination.
 9.03 Withdrawal. [1] [2]
 10.00 Funding
  11.00 Miscellaneous
 11.01 Mistakes and Misstatements.
 11.02 No Contract. [1] [2]
 11.03 Service of Process.
 11.04 Merger or Consolidation.
 11.05 No Alienation.
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11.06 Beneficiary Designation.
 11.07 Applicable Law.
 11.08 Headings.
 11.09 Invalid Provision.
 11.10 One Plan.
 11.11 Coordination with Other Plans.
 11.12 Offset.
 11.13 Extension of Plan to Related Entities.
 11.14 Code §409A Compliance.
 11.15 Payments Upon Income Inclusion Under Code §409A
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R. G. BARRY CORPORATIONBy:
    
    /s/ José G. IbarraTitle:
    
    Senior Vice President  Treasurer
 11