<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-002455
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020509
<FILING-DATE>20020328
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BARRY R G CORP /OH/
<CIK>0000749872
<ASSIGNED-SIC>3140
<IRS-NUMBER>314362899
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEF 14A
<ACT>34
<FILE-NUMBER>001-08769
<FILM-NUMBER>02589850
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>13405 YARMOUTH RD NW
<CITY>PICKERINGTON
<STATE>OH
<ZIP>43147
<PHONE>6148646400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>13405 YARMOUTH RD NW
<STREET2>13405 YARMOUTH RD NW
<CITY>PICKERINGTON
<STATE>OH
<ZIP>43147
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>l93473adef14a.txt
<DESCRIPTION>R. G. BARRY CORPORATION               DEF 14A
<TEXT>
<PAGE>

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>
<S>                                            <C>
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-12
</Table>

                            R. G. BARRY CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

          ----------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

          ----------------------------------------------------------------------

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

          ----------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:

          ----------------------------------------------------------------------

     (5)  Total fee paid:

          ----------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

          ----------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:

          ----------------------------------------------------------------------

     (3)  Filing Party:

          ----------------------------------------------------------------------

     (4)  Date Filed:

          ----------------------------------------------------------------------
<PAGE>

                         [R. G. BARRY CORPORATION LOGO]

                            R. G. BARRY CORPORATION
                            13405 YARMOUTH ROAD N.W.
                            PICKERINGTON, OHIO 43147

                                                                  March 28, 2002

Dear Fellow Shareholders:

     You are cordially invited to attend the 2002 Annual Meeting of Shareholders
of R. G. Barry Corporation, which will be held at 11:00 a.m., Columbus, Ohio
time, on Thursday, May 9, 2002, at our executive offices located at 13405
Yarmouth Road N.W., Pickerington, Ohio 43147.

     The formal notice of annual meeting of shareholders and proxy statement are
enclosed. The board of directors has nominated four directors, each for a term
to expire at the 2005 Annual Meeting of Shareholders. The board of directors
recommends that you vote FOR the nominees.

     You are also being asked to consider and vote upon a proposal to approve
the R. G. Barry Corporation 2002 Stock Incentive Plan. The board of directors
recommends that you vote FOR this proposal.

     On behalf of the board of directors and management, I cordially invite you
to attend the annual meeting. Whether or not you plan to attend the annual
meeting and regardless of the number of common shares you own, it is important
that your common shares be represented and voted at the annual meeting.
Accordingly, after reading the enclosed proxy statement, please complete, sign
and date the enclosed proxy card and mail it promptly in the reply envelope
provided for your convenience.

     Thank you for your continued support.

                                          Very truly yours,

                                          /s/ Gordon Zacks
                                          Gordon Zacks,
                                          Chairman of the Board
                                            and Chief Executive Officer
<PAGE>

                         [R. G. BARRY CORPORATION LOGO]

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                            R. G. BARRY CORPORATION
                            13405 YARMOUTH ROAD N.W.
                            PICKERINGTON, OHIO 43147
                                 (614) 864-6400

                                                              Pickerington, Ohio
                                                                  March 28, 2002

     NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of R. G.
Barry Corporation (the "Company") will be held at the executive offices of the
Company at 13405 Yarmouth Road N.W., Pickerington, Ohio 43147, on Thursday, May
9, 2002, at 11:00 a.m., Columbus, Ohio time, for the following purposes:

        1. To elect four directors to serve for terms of three years each.

        2. To consider and vote upon a proposal to approve the R. G. Barry
           Corporation 2002 Stock Incentive Plan.

        3. To transact any other business which properly comes before the annual
           meeting or any adjournment.

     Shareholders of record at the close of business on March 15, 2002, will be
entitled to receive notice of, and to vote at, the annual meeting and any
adjournment.

     You are cordially invited to attend the annual meeting. The vote of each
shareholder is important, whatever the number of common shares held. Whether or
not you plan to attend the annual meeting, please sign, date and return your
proxy card promptly in the enclosed envelope. Should you attend the annual
meeting, you may revoke your proxy and vote in person. Attendance at the annual
meeting will not, in and of itself, constitute revocation of a proxy.

                                          By Order of the Board of Directors,

                                          /s/ Gordon Zacks
                                          Gordon Zacks,
                                          Chairman of the Board
                                            and Chief Executive Officer
<PAGE>

                            R. G. BARRY CORPORATION
                            13405 YARMOUTH ROAD N.W.
                            PICKERINGTON, OHIO 43147
                                 (614) 864-6400

                                PROXY STATEMENT

     This proxy statement is furnished in connection with the solicitation by
the board of directors of R. G. Barry Corporation (the "Company") of proxies for
use at the annual meeting of shareholders on Thursday, May 9, 2002, or any
adjournment. The annual meeting will be held at 11:00 a.m., Columbus, Ohio time,
at our executive offices at 13405 Yarmouth Road N.W., Pickerington, Ohio. The
facility is located east of Columbus, Ohio, immediately south of the
intersection of Interstate 70 and State Route 256. This proxy statement and the
accompanying proxy card were first sent or given to shareholders on or about
March 28, 2002.

     You may ensure your representation by completing, signing, dating and
promptly returning the enclosed proxy card. A return envelope, which requires no
postage if mailed in the United States, has been provided for your use.
Shareholders holding common shares in "street name" with a broker, bank or other
holder of record should review the information provided to them by such holder
of record. This information will describe the procedures to be followed in
instructing the holder of record how to vote the "street name" common shares and
how to revoke previously given instructions.

     You may revoke your proxy at any time before it is actually voted at the
annual meeting by giving written notice of revocation to the Secretary of the
Company, at the address shown on the cover page of this proxy statement; by
executing a later-dated proxy card which is received by the Company prior to the
annual meeting; or, if you are the registered shareholder, by attending the
annual meeting and giving notice of revocation in person. Attendance at the
annual meeting will not, in and of itself, revoke a previously appointed proxy.

     The Company will bear the costs of preparing, printing and mailing this
proxy statement, the accompanying proxy card and any other related materials and
all other costs incurred in connection with the solicitation of proxies on
behalf of the board of directors. The Company has engaged D. F. King & Co., Inc.
to assist in the solicitation of proxies from shareholders at a fee of not more
than $5,000 plus reimbursement of reasonable out-of-pocket expenses. In
addition, solicitation of proxies may be made by mail, personal interview,
telephone or facsimile by directors, officers and regular employees of the
Company, none of whom will receive additional compensation for these
solicitation activities. We will also pay the standard charges and expenses of
brokerage houses, voting trustees, banks, associations and other custodians,
nominees and fiduciaries, who are record holders of common shares not
beneficially owned by them, for forwarding materials to, and obtaining proxies
from, the beneficial owners of common shares entitled to vote at the annual
meeting.

     Our annual report to shareholders for the fiscal year ended December 29,
2001 (the "2001 fiscal year") is enclosed with this proxy statement.

                            VOTING AT ANNUAL MEETING

     Only shareholders of record at the close of business on March 15, 2002, are
entitled to receive notice of, and to vote at, the annual meeting and any
adjournment. At the close of business on March 15, 2002, 9,402,379 common shares
were outstanding and entitled to vote. Each common share entitles the holder
thereof to one vote on each matter to be submitted to shareholders at the annual
meeting. There is no cumulative voting in the election of directors. A quorum
for the annual meeting is a majority of the outstanding common shares.

     The results of shareholder voting will be tabulated by the inspectors of
election appointed for the annual meeting. Common shares represented by properly
executed proxies returned to the Company prior to the
<PAGE>

annual meeting will be counted toward the establishment of a quorum for the
annual meeting even though they are marked "ABSTAIN" or "AGAINST" or to withhold
authority on one or more or all matters or are not marked at all.

     Those common shares represented by properly executed proxies that are
received prior to the annual meeting and not revoked, will be voted as directed
by the shareholder. All valid proxies received prior to the annual meeting which
do not specify how common shares should be voted will be voted FOR the election
as directors of the nominees listed below under "ELECTION OF DIRECTORS" and FOR
the approval of the R. G. Barry Corporation 2002 Stock Incentive Plan.

     Under the applicable rules of the New York Stock Exchange, the election of
directors and the proposal to approve the R. G. Barry Corporation 2002 Stock
Incentive Plan are considered "discretionary" items upon which broker/dealers,
who hold their clients' common shares in street name, may vote in their
discretion on behalf of their clients if such clients have not furnished voting
instructions within the required time frame before the annual meeting.
Accordingly, there should be no "broker non-votes" with respect to the matters
to be voted upon at the annual meeting.

                                        2
<PAGE>

                                SHARE OWNERSHIP

     The following table furnishes information regarding the beneficial
ownership of common shares by each person known to the Company to beneficially
own more than 5% of the outstanding common shares as of March 15, 2002 (unless
otherwise indicated):

<Table>
<Caption>
                                                      AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
                                         --------------------------------------------------------------------
                                          SOLE           SHARED         SOLE           SHARED                    PERCENT
NAME AND ADDRESS                         VOTING          VOTING      DISPOSITIVE     DISPOSITIVE                    OF
OF BENEFICIAL OWNER                       POWER           POWER         POWER           POWER         TOTAL      CLASS(1)
-------------------                      -------        ---------    -----------     -----------    ---------    --------
<S>                                      <C>            <C>          <C>             <C>            <C>          <C>
Harris Associates L.P.                        --        1,034,500(2)   127,500(2)      907,000(2)   1,034,500(2)   11.0%
  Harris Associates Inc.
  Harris Associates Investment Trust
Two North LaSalle Street, Suite 500
Chicago, IL 60602-3790

Gordon Zacks                             999,874(3)(4)         --      552,748(3)(4)        --        999,874      10.4%
13405 Yarmouth Road N.W.
Pickerington, OH 43147

Dimensional Fund Advisors Inc.           780,481(5)            --      780,481(5)           --        780,481(5)    8.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

Rutabaga Capital Management              353,350(6)       422,850(6)   776,200(6)           --        776,200(6)    8.3%
64 Broad Street, 3rd Floor
Boston, MA 02109

Schneider Capital Management
  Corporation
460 E. Swedesford Road, Suite 1080       587,900(7)            --      597,900(7)           --        597,900(7)    6.4%
Wayne, PA 19087

Florence Zacks Melton                     29,873               --      476,999(4)           --        476,999       5.1%
1000 Urlin Avenue
Columbus, OH 43212
</Table>

---------------

(1) The percent of class is based upon the sum of 9,402,379 common shares
    outstanding on March 15, 2002, and the number of common shares, if any, as
    to which the named person has the right to acquire beneficial ownership upon
    the exercise of options exercisable within 60 days of March 15, 2002.

(2) Based on information contained in filings with the Securities and Exchange
    Commission (the latest of which are dated February 7, 2002), as of December
    31, 2001, Harris Associates L.P., a registered investment adviser
    ("Harris"), and its general partner Harris Associates Inc. ("Harris G/P")
    may be deemed to beneficially own 1,034,500 common shares, including 907,000
    common shares held by Harris Associates Investment Trust ("Harris Trust") in
    a series designated The Oakmark Small Cap Fund. 127,500 of the common shares
    reported by Harris and Harris G/P have been acquired on behalf of other
    advisory clients of Harris. Harris has been granted the power to vote common
    shares in circumstances it determines to be appropriate in connection with
    assisting its advised clients to whom it renders financial advice in the
    ordinary course of business, by either providing information or advice to
    the persons having that power, or by exercising the power to vote. In
    addition, Harris serves as investment adviser to the Harris Trust and
    various of Harris' officers and directors are also officers and trustees of
    the Harris Trust. Harris does not consider that the Trust is controlled by
    such persons. Harris has shared voting and dispositive power with respect to
    the 907,000 common shares held in The Oakmark Small Cap Fund because of
    Harris' power to manage the investments of Harris Trust.

(3) Includes 192,191 common shares held of record by Mr. Zacks, and 222,627
    common shares as to which Mr. Zacks has the right to acquire beneficial
    ownership upon the exercise of options exercisable within 60 days of March
    15, 2002. 30,000 of the common shares held of record by Mr. Zacks remain
    subject to restrictions on transfer under the terms of a Restricted Stock
    Agreement, dated May 13, 1999, between Mr. Zacks and the Company. Mr. Zacks
    is not permitted to dispose of or otherwise transfer these common shares
    until the restrictions have lapsed. SEE "COMPENSATION OF EXECUTIVE OFFICERS
    AND DIRECTORS -- EMPLOYMENT CONTRACTS, RESTRICTED STOCK AGREEMENTS AND
    TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS." Excludes
    14,967 common shares held of

                                        3
<PAGE>

    record and owned beneficially by the spouse of Mr. Zacks as to which Mr.
    Zacks has no voting or dispositive power and disclaims beneficial ownership.

(4) Gordon Zacks is the voting trustee of the Zacks-Streim Voting Trust (the
    "Voting Trust") and exercises sole voting power as to the 585,056 common
    shares deposited in the Voting Trust. The beneficial owners of common shares
    deposited in the Voting Trust retain dispositive power with respect to those
    common shares (subject to certain limitations on the right to remove common
    shares from the Voting Trust). Mr. Zacks is the beneficial owner of, and
    retains dispositive power as to, 137,930 of the common shares deposited in
    the Voting Trust. Mr. Zacks' mother, Florence Zacks Melton, as trustee under
    a trust created by the will of Aaron Zacks, deceased, is the owner of the
    remaining 447,126 common shares deposited in the Trust. Mr. Zacks is the
    remainder beneficiary of the trust created by that will. The Voting Trust
    will continue in existence until October 29, 2005, unless extended or
    terminated in accordance with its terms.

(5) Based on information contained in filings with the SEC (the latest of which
    is dated January 30, 2002), Dimensional Fund Advisors Inc., a registered
    investment adviser ("Dimensional"), may be deemed to have beneficial
    ownership of 780,481 common shares as of December 31, 2001, all of which
    were held in portfolios of four investment companies to which Dimensional
    furnishes investment advice and of other commingled group trusts and
    separate accounts for which Dimensional serves as investment manager. In its
    role as investment advisor and investment manager, Dimensional possesses
    both voting and dispositive power over the common shares owned by these
    portfolios. Dimensional disclaims beneficial ownership of these common
    shares.

(6) Based on information contained in filings with the SEC (the latest of which
    is dated March 7, 2002), Rutabaga Capital Management, a registered
    investment adviser, had sole voting power as to 353,350 common shares,
    shared voting power as to 422,850 common shares and sole dispositive power
    as to 776,200 common shares as of December 31, 2001.

(7) Based on information contained in filings with the SEC (the latest of which
    is dated February 13, 2002), as of December 31, 2001, Schneider Capital
    Management Corporation, a registered investment adviser, had sole voting
    power as to 587,900 common shares and sole dispositive power as to 597,900
    common shares.

     The following table furnishes information regarding the beneficial
ownership of common shares, as of March 15, 2002, for each of the current
directors, each of the nominees for election as a director, each of the

                                        4
<PAGE>

individuals named in the Summary Compensation Table and all current executive
officers and directors as a group:

<Table>
<Caption>
                                             AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
                                            -----------------------------------------------
                                                              COMMON SHARES
                                                              WHICH CAN BE
                                             COMMON           ACQUIRED UPON
                                             SHARES        EXERCISE OF OPTIONS                 PERCENT
                 NAME OF                    PRESENTLY      EXERCISABLE WITHIN                     OF
             BENEFICIAL OWNER                 HELD               60 DAYS            TOTAL      CLASS(2)
             ----------------               ---------      -------------------    ---------    --------
<S>                                         <C>            <C>                    <C>          <C>
Gordon Zacks..............................   777,247(3)          222,627            999,874      10.4%
Philip G. Barach..........................    15,831               6,250             22,081       (4)
Christian Galvis..........................    71,948(5)           61,154            133,102       1.4%
Harvey M. Krueger.........................    22,221               6,250             28,471       (4)
Roger E. Lautzenhiser.....................    11,000               6,250             17,250       (4)
William Lenich............................     2,500              38,000             40,500       (4)
Janice E. Page............................     2,000               6,250              8,250       (4)
Edward M. Stan............................    34,557(6)            6,250             40,807       (4)
Donald Van Steyn..........................     2,555               6,000              8,555       (4)
Daniel D. Viren...........................     2,500              15,000             17,500       (4)
Harvey A. Weinberg........................     2,825               6,250              9,075       (4)
All current directors and executive
  officers as a group (numbering 12)......   954,360             390,725          1,345,085      13.7%
</Table>

---------------

(1) Unless otherwise indicated, the beneficial owner has sole voting and
    dispositive power as to all of the common shares reflected in the table.

(2) See Note (1) to preceding table.

(3) See Notes (3) and (4) to preceding table.

(4) Represents ownership of less than 1% of the outstanding common shares of the
    Company.

(5) Excludes 572 common shares held of record and owned beneficially by Mr.
    Galvis' spouse as to which he exercises no voting or dispositive power and
    disclaims beneficial ownership. 20,800 of the common shares shown remain
    subject to restrictions on transfer under the terms of a Restricted Stock
    Agreement, dated March 23, 2000, between Mr. Galvis and the Company. SEE
    "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS -- EMPLOYMENT CONTRACTS,
    RESTRICTED STOCK AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN
    CONTROL ARRANGEMENTS."

(6) Includes 2,220 common shares held jointly by Mr. Stan and his spouse.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     To the knowledge of the Company, based solely on a review of copies of the
reports furnished to the Company and written representations that no other
reports were required to be filed in respect of the 2001 fiscal year, all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934,
applicable to officers, directors and beneficial owners of more than 10% of the
outstanding common shares were complied with; except that in her Form 5 for the
2001 fiscal year, Janice E. Page, a director of the Company, reported late one
transaction.

                                        5
<PAGE>

                             ELECTION OF DIRECTORS

     In accordance with Article SIXTH of the Company's articles of
incorporation, four directors are to be elected at the annual meeting for terms
of three years each and until their respective successors are elected and
qualified. The individuals named as proxies in the accompanying proxy card
intend to vote the common shares represented by the proxies received under this
solicitation for the nominees named below who have been designated by the board
of directors, unless otherwise instructed on the proxy card. Under Ohio law and
the Company's regulations, the four nominees receiving the greatest number of
votes will be elected as directors. Common shares as to which the authority to
vote is withheld will not be counted toward the election of directors or toward
the election of the individual nominees specified on the proxy card.

     The following information, as of March 15, 2002, concerning the age,
principal occupation, other affiliations and business experience of each nominee
has been provided by each nominee. Unless otherwise indicated, each individual
has had the same principal occupation for more than five years.

<Table>
<Caption>
                                                                                 DIRECTOR OF
                                                 POSITION(S) HELD                THE COMPANY      NOMINEE
                                               WITH THE COMPANY AND              CONTINUOUSLY    FOR TERM
NOMINEE                       AGE             PRINCIPAL OCCUPATION(S)               SINCE       EXPIRING IN
-------                       ---             -----------------------            ------------   -----------
<S>                           <C>   <C>                                          <C>            <C>
Gordon Zacks................  69    Chairman of the Board and Chief Executive        1959          2005
                                      Officer since 1979, and President from
                                      1992 to February 2001, of the Company

Christian Galvis............  60    Executive Vice President -- Operations           1992          2005
                                      since 1992, and President -- Operations
                                      of Barry Comfort Group since 1998, of
                                      the Company

Roger E. Lautzenhiser.......  48    Partner, Vorys, Sater, Seymour and Pease         1999          2005
                                      LLP, attorneys at law(1)

William Lenich..............  53    President and Chief Operating Officer of         2001          2005
                                      the Company since February 2001; President
                                      and Chief Operating Officer of
                                      International from 1997 to February 2001,
                                      and Group President of Retail from 1999
                                      to February 2001 and from 1990 to 1997,
                                      of Nine West Group, Inc., a women's
                                      retail shoe company(2)
</Table>

---------------

(1) Mr. Lautzenhiser has been managing partner of the Cincinnati, Ohio office of
    Vorys, Sater, Seymour and Pease LLP since November 2000 and was a partner in
    the Columbus, Ohio office from 1986 to November 2000. Vorys, Sater, Seymour
    and Pease LLP rendered legal services to the Company during the 2001 fiscal
    year and continues to do so.

(2) Pursuant to the terms of his employment agreement, Mr. Lenich was appointed
    to the board of directors effective February 19, 2001.

     While it is contemplated that all nominees will stand for election, if one
or more of the nominees at the time of the annual meeting should be unavailable
or unable to serve as a candidate for election as a director, the individuals
designated to vote the proxies reserve full discretion to vote the common shares
represented by the proxies for the election of the remaining nominees and for
the election of any substitute nominee(s) designated by the board of directors.
The board of directors knows of no reason why any of the individuals identified
in the table above will be unavailable or unable to serve if elected to the
board.

     Shareholders of the Company desiring to nominate candidates for election as
directors must provide timely notice in writing. To be timely, a shareholder's
notice must be delivered or mailed to the Secretary of the Company. Under the
Company's articles of incorporation, the director nomination must be received by
the Secretary of the Company not less than 30 days nor more than 60 days prior
to any meeting of shareholders called for the election of directors. However, if
less than 35 days' notice of the meeting is given to the

                                        6
<PAGE>

shareholders, the nomination must be mailed or delivered to the Company's
Secretary not later than the close of business on the seventh day following the
day on which the notice of the meeting was mailed. Each shareholder nomination
must contain the following information: (a) the name, age, and business and, if
known, residence addresses of the nominee; (b) the principal occupation or
employment of the nominee; (c) the number of common shares beneficially owned by
the nominee and by the nominating shareholder; and (d) any other information
concerning the nominee that must be disclosed of nominees in proxy solicitations
under the SEC proxy rules. Each nomination must be accompanied by the written
consent of the proposed nominee to serve as a director. Notice of nominations
for the 2002 annual meeting must be received by the Company's Secretary by April
9, 2002.

     The following information, as of March 15, 2002, concerning the age,
principal occupation, other affiliations and business experience of the
directors of the Company whose terms extend beyond the annual meeting has been
furnished by each director. Unless otherwise indicated, each individual has had
the same principal occupation for more than five years.

<Table>
<Caption>
                                                                                 DIRECTOR OF
                                                 POSITION(S) HELD                THE COMPANY
                                               WITH THE COMPANY AND              CONTINUOUSLY      TERM
NAME                          AGE             PRINCIPAL OCCUPATION(S)               SINCE       EXPIRES IN
----                          ---             -----------------------            ------------   ----------
<S>                           <C>   <C>                                          <C>            <C>
Harvey M. Krueger...........  72    Vice Chairman, Lehman Brothers, Inc.,            1980          2003
                                      investment bankers(1)

Janice E. Page..............  53    Retail/merchandising consultant since 1997;      2000          2003
                                      Senior (Group) Vice President, Sears,
                                      Roebuck and Co. from 1992 to 1997(2)

Harvey A. Weinberg..........  64    Private investor; former Chairman and Chief      2001          2003
                                      Executive Officer of Hartmarx
                                      Corporation, a men's clothing company,
                                      from February 1988 to July 1992(3)

Edward M. Stan..............  77    President, Edward M. Stan and Associates,        1971          2004
                                      importing

Philip G. Barach............  71    Private investor(4)                              1991          2004

Daniel D. Viren.............  55    Senior Vice President  -- Finance and Chief      2001          2004
                                      Financial Officer since June 2000,
                                      Secretary and Treasurer since October
                                      2000, Senior Vice President --
                                      Administration from 1992 to July 1999,
                                      and Assistant Secretary from 1994 to
                                      July 1999 of the Company; Senior Vice
                                      President and Chief Financial Officer of
                                      Metatec International, Inc., an
                                      international information distribution
                                      company, from July 1999 to June 2000(5)
</Table>

---------------

(1) Mr. Krueger is also a director of Automatic Data Processing, Inc., Bernard
    Chaus, Inc., Delta Galil Industries LTD and GEO Interactive Media Group LTD
    and serves on The Club Mediterranee International Advisory Board.

(2) Ms. Page is also a director of Kellwood Company and a member of the board of
    trustees of Glimcher Realty Trust.

(3) Mr. Weinberg is also a director of Syms Corp and a member of the board of
    trustees of Glimcher Realty Trust.

(4) Mr. Barach is also a director of Bernard Chaus, Inc. and a member of the
    board of trustees of Glimcher Realty Trust.

(5) Mr. Viren is also a director of Metatec International, Inc.

                                        7
<PAGE>

     There are no family relationships among any of the directors, nominees for
election as directors and executive officers of the Company.

     The board of directors held a total of 12 meetings during the 2001 fiscal
year. Each director attended 75% or more of the aggregate of the total number of
meetings held by the board of directors during the period he or she served as a
director and the total number of meetings held by all committees of the board of
directors on which he or she served during the period he or she served.

     The board of directors has standing audit, compensation and nominating and
governance committees.

     The audit committee consists of Philip G. Barach, Harvey M. Krueger, Edward
M. Stan and Harvey A. Weinberg. The audit committee is organized and conducts
its business pursuant to a written charter adopted by the board of directors.
The audit committee is responsible for assisting the board of directors in
fulfilling its financial and accounting oversight functions. Specifically, the
audit committee, on behalf of the board, monitors and evaluates the Company's
consolidated financial statements and the financial reporting process, the
system of internal accounting and financial controls and the annual independent
audit of the Company's consolidated financial statements. The audit committee
also provides an avenue for communication between the independent auditors and
the board of directors. The audit committee makes recommendations to the board
of directors or management concerning auditing and accounting matters and the
selection of independent auditors. Each member of the audit committee qualifies
as independent under the corporate governance standards of the New York Stock
Exchange. The audit committee met four times during the 2001 fiscal year.

     The compensation committee consists of Philip G. Barach, Janice E. Page and
Harvey A. Weinberg. The function of the compensation committee is to review and
supervise the operation of the Company's compensation plans, to select those
eligible employees who may participate in each plan (where selection is
required), to prescribe the terms of any options granted under the Company's
stock option plans (where permitted) and stock purchase plan and to approve the
compensation of the Company's executive officers. The compensation committee met
four times during the 2001 fiscal year.

     The nominating and governance committee consists of Harvey M. Krueger,
Janice E. Page, Edward M. Stan and Gordon Zacks. The nominating and governance
committee makes recommendations to the board of directors regarding the size and
composition of the board, establishes procedures for the nomination process and
recommends candidates for election to the board of directors. The nominating and
governance committee also reviews and reports to the board of directors on a
periodic basis with regard to matters of corporate governance. The nominating
and governance committee will consider nominees recommended by shareholders for
the 2003 annual meeting of shareholders provided that the names of such nominees
are submitted in writing, not later than November 1, 2002, to Edward M. Stan,
c/o R. G. Barry Corporation, 13405 Yarmouth Road N.W., Pickerington, Ohio 43147.
Each such submission must include a statement of the qualifications of the
nominee, a consent signed by the nominee evidencing a willingness to serve as a
director, if elected, and a commitment by the nominee to meet personally with
committee members. The nominating and governance committee met once during the
2001 fiscal year.

                                   REPORT OF
                           THE COMPENSATION COMMITTEE
                                       OF
               R. G. BARRY CORPORATION ON EXECUTIVE COMPENSATION

     The compensation committee of the board of directors is comprised entirely
of non-employee directors. Decisions on compensation of the executive officers
generally are made by the compensation committee, although compensation levels
for executive officers other than the Chairman and Chief Executive Officer are
recommended to the committee by the Chairman, who has substantially greater
knowledge of the contributions made by the executive officers.

                                        8
<PAGE>

COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS

     In determining the compensation of executive officers, the compensation
committee seeks to create a compensation program that links compensation to the
Company's operational results, rewards above average performance by the Company
and/or the operating division in which an executive officer is employed,
recognizes individual contribution and achievement and assists the Company in
attracting and retaining outstanding executive officers and other key employees.
Executive compensation is set at levels that the compensation committee, with
the advice of the Company's executive compensation consultants, believes to be
competitive with the compensation paid by other companies that compete with the
Company for executive officers and other key employees having the experience and
abilities that are necessary to manage the Company's business.

BASE SALARIES

     The base salaries of the executive officers and subsequent adjustments to
those base salaries are determined relative to the following factors: (i) the
criticality to the Company of the executive officer's job function; (ii) the
individual's performance in his position; (iii) the individual's potential to
make a significant contribution to the Company in the future; and (iv) a
comparison of industry pay practices. The compensation committee believes that
all of these factors are important and the relevance of each factor varies from
individual to individual. The compensation committee has not assigned any
specific weight to any of these factors in the evaluation of any executive
officer's base salary.

     An executive officer's individual performance is measured against goals and
objectives that have been previously discussed with the executive officer.
Consideration is given to the individual's contribution to the management team
and the individual's overall value and contribution to the Company. The
compensation committee relies on the Chairman to make recommendations to the
committee regarding the appropriate base salaries of the executive officers
other than the Chairman. Before making his base salary recommendations to the
compensation committee, the Chairman reviews survey information from one or more
executive compensation consulting firms to determine competitive compensation
levels in each of the Company's senior management positions. The Company has
generally sought to provide base salary that is competitive to the 75% to 90%
for small to medium-sized consumer product companies. This comparative data may
not include the compensation paid by all of the companies that are included in
the "Textile-Apparel Clothing Industry" index which is used for comparative
purposes in the Performance Graph. The compensation committee believes that it
is critically important for the Company to remain competitive in its management
salaries in order to attract and retain the small group of senior managers who
are key to the Company's success.

     The Company has entered into employment agreements with several of its
senior executive officers which provide for a minimum base salary during the
term of the employment agreement. These employment agreements restrict the
ability of the compensation committee to reduce the base salaries of these
executive officers below the minimum levels specified. The compensation
committee concluded that these employment agreements were important in order for
the Company to hire and/or retain its key executives. The minimum base salaries
were established by the compensation committee based upon advice from a
nationally recognized executive consulting firm.

ANNUAL INCENTIVE PLAN

     Based on the recommendation of the compensation committee, in 2001, the
Company's board of directors adopted an annual incentive plan for the Company's
salaried employees, including its executive officers. Under the annual incentive
plan, an individual's potential annual bonus award is based on various measures
depending on his or her level in the Company. Award attainment is based on the
achievement of pre-established corporate and divisional financial performance
goals and corporate and divisional strategic objectives, as well as individual
performance, with each category being weighted differently depending on an
employee's position in the Company. Minimum levels are established each year
such that performance below these levels results in zero payment for all
incentive awards.

                                        9
<PAGE>

MR. ZACKS' 2001 COMPENSATION

     Effective July 1, 2001, Mr. Zacks and the Company entered into a new
employment agreement under which Mr. Zacks is entitled to receive a minimum
annual salary of $490,000 plus other specified benefits. The initial term of
this employment agreement ends on July 1, 2004, but the term of the agreement
will automatically be renewed for additional one-year periods unless either
party elects not to renew.

     The compensation committee can increase Mr. Zacks' base salary above the
minimum level established by his employment agreement to reflect corporate
performance. The compensation committee evaluates Mr. Zacks' base salary on an
annual basis and determines whether an increase is warranted based on the
committee's consideration of a number of subjective and objective criteria,
including the Company's financial results, positive changes in the Company's
competitive position, the success of the Company's strategic planning,
achievements in the areas of customer satisfaction and product innovation and
overall leadership. The compensation committee feels that all of these factors
are significant and, therefore, no specific weight has been assigned to any
single factor in the evaluation of Mr. Zacks' base salary. Because the
employment agreement requires that the Company pay to Mr. Zacks a minimum annual
base salary, the compensation committee does not have the ability to reduce the
base salary below that minimum to reflect the Company's performance. However,
the minimum base salary in the employment agreement was established by the
compensation committee based upon advice from the Company's executive
compensation consulting firm that the base salary provided for in the employment
agreement was consistent with base salaries paid to chief executive officers of
comparable companies. This comparative data was compiled and provided by the
Company's executive compensation consulting firm and may or may not have
included the companies included in the Performance Graph.

     Mr. Zacks' employment agreement also provides that during the employment
term, he is entitled to participate in the annual incentive plan at an annual
level of 40% of base salary if the target performance levels are met and 100% of
base salary if the maximum performance levels are met or exceeded. Under the
terms of the annual incentive plan, Mr. Zacks is entitled to receive an
incentive award of 20% of base salary if the threshold performance levels are
met. In his position, 75% of his potential annual incentive award is based on
the achievement of pre-established corporate financial performance goals and 25%
is based on the achievement of pre-established corporate strategic objectives.

     The Company's 2001 fiscal year results did not reach the threshold level
established by the compensation committee and the board in early 2001 for
corporate financial performance but reached the pre-established target level for
corporate strategic objectives. As a result, Mr. Zacks earned an incentive award
in the amount of $49,000 in respect of the 2001 fiscal year.

STOCK-BASED COMPENSATION PLANS

     The Company's long-term compensation program consists primarily of options
granted under the Company's employee stock option plans and restricted common
shares. Awards of options are designed to provide appropriate incentive to
employees to enhance shareholder value and to assist in the hiring and retention
of key employees. All options are granted with exercise prices at least equal to
the market value of the Company's common shares on the dates of grant. If there
is no appreciation in the market value of the Company's common shares, the
options are valueless. The compensation committee grants options based on its
subjective determination of the relative current and future contribution that
each prospective optionee has or may make to the long-term welfare of the
Company. With the exception of Mr. Lenich who received options under the terms
of his employment agreement and the executive officers who participated in the
option exchange program described below, the executive officers were not granted
options during the 2001 fiscal year. The OPTION GRANTS IN LAST FISCAL YEAR table
shows the options granted to each of the named executive officers during the
2001 fiscal year.

     From time to time, the compensation committee has also awarded restricted
common shares to executive officers of the Company. The compensation committee
believes that restricted stock awards which vest over a period of time can
provide powerful incentives to an executive to remain with the Company and to
strive to

                                        10
<PAGE>

build shareholder value. Restrictive stock awards also provide a means to
increase share ownership by Company executives.

OPTION EXCHANGE PROGRAM

     Historically, the policy of the compensation committee has been to grant
options periodically to key employees of the Company, including its executive
officers, as a means of providing incentive for the employees to align their
interests with those of the shareholders of the Company as well as engendering
employee loyalty to the Company. In the fall of 2000, the compensation committee
concluded that the effectiveness of the incentive provided by the options
granted under the Company's employee stock option plans was limited because of
the substantial decline in the market price of the Company's common shares which
had effectively eliminated the incentive value of options with significantly
higher exercise prices. The compensation committee wanted to retain key
employees who were critical to the Company's long range success particularly
given the various cost control measures which were implemented at about the same
time. The compensation committee was concerned that the outstanding options did
not and would not provide incentive to key employees to remain with the Company
if they received competing offers for their services.

     Accordingly, in October 2000, the compensation committee recommended and
the board of directors approved a voluntary option exchange program whereby
option holders (other than the Company's Chief Executive Officer and
non-employee directors) were allowed to tender their options with an exercise
price above $5.00 per share for cancellation, and if they continued to be
employed on June 29, 2001, were granted new options for one-half the number of
common shares covered by the cancelled options. The new options were granted at
an exercise price of $4.60, the closing price of the Company's common shares as
reported on the New York Stock Exchange on June 29, 2001. The new options will
not vest until June 29, 2004, unless the Company is a party to a merger or
another event occurs (such as death, permanent disability or normal retirement)
which results in accelerated vesting under the terms of the Company's stock
option plans. The compensation committee was advised that the option exchange
program would not be deemed a "repricing" of the outstanding options for
accounting purposes.

     Options covering an aggregate of 557,127 common shares were tendered under
the option exchange program, by 68 employees of the Company; while options
covering an aggregate of 261,876 common shares were granted to 61 employees on
June 29, 2001 under the program. The following tables summarize information
concerning the options tendered by, and the options granted to, executive
officers of the Company under the option exchange program. No other options held
by executive officers of the Company have been tendered in exchange for other
options or otherwise "repriced" within the meaning of Item 402(i) of SEC
Regulation S-K, during the last ten completed fiscal years of the Company.

                                OPTIONS TENDERED

<Table>
<Caption>
                                                                                                 LENGTH OF ORIGINAL
                                                              MARKET PRICE OF                       OPTION TERM
                                          NUMBER OF COMMON     COMMON SHARES    EXERCISE PRICE      REMAINING AT
                             DATE OF      SHARES UNDERLYING     AT TIME OF        AT TIME OF          DATE OF
NAME                      OPTION TENDER   OPTIONS TENDERED     OPTION TENDER    OPTION TENDER      OPTION TENDER
----                      -------------   -----------------   ---------------   --------------   ------------------
<S>                       <C>             <C>                 <C>               <C>              <C>
Christian Galvis.........   12/28/00           12,499             $2.3800          $12.2000        5 yrs. 3 mos.
  Executive Vice            12/28/00           25,000             $2.3800          $11.0000        6 yrs. 5 mos.
  President -- Operations   12/28/00           40,000             $2.3800          $11.6875        7 yrs. 1 mo.
  and President --          12/28/00           25,000             $2.3800          $ 8.3750        8 yrs. 5 mos.
  Operations of Barry
  Comfort Group

Harry Miller.............   12/28/00           11,111             $2.3800          $ 8.4375        3 yrs. 5 mos.
  Vice President --         12/28/00            9,375             $2.3800          $12.2000        5 yrs. 3 mos.
  Human Resources           12/28/00           15,000             $2.3800          $11.0000        6 yrs. 5 mos.
                            12/28/00           15,000             $2.3800          $14.9375        7 yrs. 5 mos.
                            12/28/00           25,000             $2.3800          $ 8.3750        8 yrs. 5 mos.
</Table>

                                        11
<PAGE>

<Table>
<Caption>
                                                                                                 LENGTH OF ORIGINAL
                                                              MARKET PRICE OF                       OPTION TERM
                                          NUMBER OF COMMON     COMMON SHARES    EXERCISE PRICE      REMAINING AT
                             DATE OF      SHARES UNDERLYING     AT TIME OF        AT TIME OF          DATE OF
NAME                      OPTION TENDER   OPTIONS TENDERED     OPTION TENDER    OPTION TENDER      OPTION TENDER
----                      -------------   -----------------   ---------------   --------------   ------------------
<S>                       <C>             <C>                 <C>               <C>              <C>
Donald Van Steyn........    12/28/00            1,500             $2.3800          $ 8.9250        4 yrs. 5 mos.
  Vice President --         12/28/00            1,875             $2.3800          $12.2000        5 yrs. 3 mos.
  Chief Information         12/28/00            1,500             $2.3800          $14.9375        7 yrs. 5 mos.
  Officer                   12/28/00            1,500             $2.3800          $ 8.3750        8 yrs. 5 mos.
</Table>

                                OPTIONS GRANTED

<Table>
<Caption>
                                                             NUMBER OF        MARKET PRICE
                                                           COMMON SHARES    OF COMMON SHARES     NEW
                                             DATE OF        UNDERLYING         AT TIME OF      EXERCISE
NAME                                       OPTION GRANT   OPTIONS GRANTED     OPTION GRANT      PRICE
----                                       ------------   ---------------   ----------------   --------
<S>                                        <C>            <C>               <C>                <C>
Christian Galvis --......................    6/29/01          10,809             $4.60          $4.60
  Executive Vice President --                6/29/01          40,441             $4.60          $4.60
  Operations and President --
  Operations of Barry Comfort Group

Harry Miller.............................    6/29/01          10,679             $4.60          $4.60
  Vice President -- Human Resources          6/29/01          27,064             $4.60          $4.60

Donald Van Steyn.........................    6/29/01           3,188             $4.60          $4.60
  Vice President -- Chief Information
  Officer
</Table>

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

     Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
prohibits the Company from deducting non-performance-based compensation in
excess of $1,000,000 per taxable year paid to the Chief Executive Officer and
the other four most highly compensated executives required to be named in the
proxy statement ("Covered Employees"). The Company may continue to deduct
compensation paid to its Covered Employees in excess of $1,000,000 if the
payment of that compensation qualifies for an exception, including an exception
for certain performance-based compensation.

     The compensation committee does not have a policy that requires its
executive compensation programs to qualify as performance-based compensation
under Section 162(m), although the committee will continue to work to structure
components of its executive compensation package to achieve maximum
deductibility under Section 162(m) while at the same time considering the goals
of its executive compensation philosophy.

ADDITIONAL COMPENSATION PLANS

     At various times in the past, the Company has adopted broad-based employee
benefit plans in which the executive officers are permitted to participate on
the same terms as non-executive officer employees who meet applicable
eligibility criteria, subject to legal limitations on the amounts that may be
contributed or the benefits that may be payable under the plans. Benefits under
these plans are not tied to performance.

                    SUBMITTED BY THE COMPENSATION COMMITTEE
                           OF THE BOARD OF DIRECTORS:

Philip G. Barach, Chairman         Janice E. Page            Harvey A. Weinberg
                                                            (from February 2001)

                                        12
<PAGE>

                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

SUMMARY OF CASH AND OTHER COMPENSATION

     The following table shows, for the last three fiscal years, the cash
compensation and other benefits paid or provided by the Company to its Chief
Executive Officer and the other named executive officers of the Company. All
dollar amounts are rounded down to the nearest whole dollar.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                       LONG TERM COMPENSATION
                                                                                  --------------------------------
                                               ANNUAL COMPENSATION                             AWARDS
                                  ---------------------------------------------   --------------------------------
                                             BASE                                                    COMMON SHARES    ALL OTHER
            NAME AND              FISCAL    SALARY     BONUS     OTHER ANNUAL     RESTRICTED STOCK    UNDERLYING     COMPENSATION
       PRINCIPAL POSITION          YEAR      ($)        ($)     COMPENSATION($)     AWARD(S)($)       OPTIONS(#)         ($)
       ------------------         ------   --------   -------   ---------------   ----------------   -------------   ------------
<S>                               <C>      <C>        <C>       <C>               <C>                <C>             <C>
Gordon Zacks:                      2001    $490,000   $49,000       $46,103(1)              --                0        $13,393(2)
  Chairman of the Board            2000    $490,000   $     0       $48,066(1)              --                0        $16,415
  and Chief Executive              1999    $490,000   $     0       $49,772(1)        $418,750(3)        25,000        $ 8,232
  Officer

William Lenich:                    2001    $389,423   $37,500       $19,668(5)              --          340,000             --
  President and Chief              2000          --   $     0            --                 --               --             --
  Operating Officer(4)             1999          --   $     0            --                 --               --             --

Christian Galvis:                  2001    $258,000   $46,440       $23,936(6)              --(6)        51,250(7)     $ 7,251(2)
  Executive Vice                   2000    $258,000   $     0       $16,735(6)        $ 77,974(3)(6)     14,000        $ 7,501
  President -- Operations and      1999    $258,000   $     0       $15,495(6)              --(6)        25,000(8)     $ 4,611
  President -- Operations of
  Barry Comfort Group

Daniel D. Viren:                   2001    $220,000   $38,200       $17,571(10)             --                0        $ 3,300(2)
  Senior Vice President --         2000    $126,923   $25,000       $ 9,957(10)             --           75,000        $ 1,142
  Finance, Chief Financial         1999    $105,134   $     0       $10,284(10)             --           25,000(9)     $ 2,639
  Officer, Secretary and
  Treasurer(9)

Donald Van Steyn:                  2001    $150,272   $ 9,016       $19,600(12)             --            3,188(7)     $ 7,249(2)
  Vice President --                2000    $142,251   $     0       $12,290(12)             --           15,000        $ 6,680
  Chief Information Officer(11)    1999          --        --            --                 --               --             --
</Table>

---------------

 (1) "Other Annual Compensation" for Mr. Zacks includes: (a) a premium payment
     of $19,088 in each of 2001, 2000 and 1999 to continue a life insurance
     policy providing a level of death benefits not available under the standard
     group life insurance program; (b) the amounts of $19,522, $19,424 and
     $19,403 reflecting his personal use of a Company furnished automobile in
     2001, 2000 and 1999, respectively; (c) payments of $5,264, $4,582 and
     $4,120 made during 2001, 2000 and 1999, respectively, to cover his portion
     of the insurance premiums on a life insurance policy on his life; (d)
     payments of $2,743 and $2,466 made during 2000 and 1999, respectively, to
     cover his estimated tax liability with respect to those premium payments;
     and (e) a travel allowance of $2,229 provided to him in each of 2001, 2000
     and 1999.

 (2) "All Other Compensation" for 2001 includes: (a) interest in the amounts of
     $10,001, $4,085, and $4,995 credited to the accounts of Messrs. Zacks,
     Galvis and Van Steyn, respectively, under the R. G. Barry Corporation
     Deferred Compensation Plan (the "Deferred Compensation Plan"); and (b)
     contributions in the amounts of $3,392, $3,166, $3,300 and $2,254 to the R.
     G. Barry Corporation 401(k) Savings Plan (the "401(k) Plan") on behalf of
     Messrs. Zacks, Galvis, Viren and Van Steyn, respectively, to match 2001
     pre-tax elective deferral contributions (included under "Base Salary") made
     by each individual.

 (3) On May 13, 1999, Mr. Zacks was awarded 50,000 restricted common shares
     under the terms of a restricted stock agreement with the Company. The per
     share value of the Company's common shares on that date was $8.3750. The
     restrictions on transfer generally lapse on 20% of the common shares on the
     first through fifth anniversaries of the grant date. Restrictions on
     transfer lapsed as to 10,000 common

                                        13
<PAGE>

     shares on each of May 13, 2000 and 2001. In addition, if Mr. Zacks dies or
     becomes totally disabled prior to the fifth anniversary or if there is a
     change of control of the Company, all remaining restrictions will lapse. If
     Mr. Zacks' employment is terminated by the Company for "cause" or by Mr.
     Zacks other than for "good reason," as those terms are defined in his
     employment agreement, Mr. Zacks will forfeit any common shares whose
     restrictions have not lapsed. If Mr. Zacks' employment is terminated by the
     Company without cause or by Mr. Zacks with good reason, all remaining
     restrictions will lapse. Mr. Zacks exercises all voting rights and is
     entitled to receive any dividends payable on the restricted common shares.

     On March 23, 2000, Mr. Galvis was awarded 26,000 restricted common shares
     under the terms of a restricted stock agreement with the Company. The per
     share value of the Company's common shares on that date was $3.00. The
     restrictions on transfer generally lapse on 20% of the common shares on the
     first through fifth anniversaries of the grant date. Restrictions on
     transfer lapsed as to 5,200 common shares on March 23, 2001. In addition,
     if Mr. Galvis dies or becomes totally disabled prior to the fifth
     anniversary or if there is a change of control of the Company, all
     remaining restrictions will lapse. If Mr. Galvis' employment is terminated
     by the Company for cause or if Mr. Galvis voluntarily terminates his
     employment, he will forfeit any common shares whose restrictions have not
     lapsed. If Mr. Galvis' employment is terminated by the Company without
     cause, all remaining restrictions will lapse. Mr. Galvis exercises all
     voting rights and is entitled to receive any dividends payable on the
     restricted common shares.

     As of December 29, 2001, the aggregate holdings of restricted common shares
     by Mr. Zacks and Mr. Galvis and the market value (net of consideration paid
     by the executive officer) of such holdings were: Mr. Zacks, 30,000 common
     shares, $178,500, and Mr. Galvis, 20,800 common shares, $123,739.

 (4) Mr. Lenich became President and Chief Operating Officer of the Company on
     February 19, 2001.

 (5) "Other Annual Compensation" for Mr. Lenich includes (a) a premium amount of
     $5,279 to continue a life insurance policy providing a level of death
     benefits not available under the standard group life insurance program; (b)
     the amount of $8,689 reflecting his personal use of a Company furnished
     automobile and a car allowance paid to him; and (c) a $5,700 moving
     allowance.

 (6) "Other Annual Compensation" for Mr. Galvis includes (a) premium payments of
     $8,340, $6,165 and $6,165 in 2001, 2000 and 1999, respectively, to continue
     a life insurance policy providing a level of death benefits not available
     under the standard group life insurance program; (b) the amounts of $8,471,
     $7,070 and $5,658 reflecting his personal use of a Company furnished
     automobile and a car allowance paid to him in 2001, 2000 and 1999,
     respectively; and (c) the amounts of $7,125, $3,500 and $3,672, reflecting
     the fair market value of 1,250 common shares issued to him on March 1,
     2002, March 1, 2001 and March 1, 2000, respectively, under a restricted
     stock agreement. SEE "EMPLOYMENT CONTRACTS, RESTRICTED STOCK AGREEMENTS AND
     TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS."

 (7) These options were granted to the named executive officer on June 29, 2001
     under the Company's option exchange program. SEE "OPTION EXCHANGE PROGRAM."

 (8) These options were tendered by the named executive officer in the Company's
     option exchange program on December 28, 2000. SEE "OPTION EXCHANGE
     PROGRAM."

 (9) Mr. Viren became Senior Vice President -- Finance and Chief Financial
     Officer in June 2000 and Secretary and Treasurer in October 2000. He had
     served as Senior Vice President -- Administration from 1992 to July 1999.
     The options granted to Mr. Viren in 1999 expired in October 1999 following
     Mr. Viren's resignation from his position as an executive officer of the
     Company in July 1999.

(10) "Other Annual Compensation" for Mr. Viren includes: (a) premium payments of
     $7,400, $4,269 and $2,966 in 2001, 2000 and 1999, respectively, to continue
     a life insurance policy providing a level of death benefits not available
     under the standard group life insurance program; and (b) the amounts of
     $9,600, $5,600 and $6,960 reflecting a car allowance paid to him in 2001,
     2000 and 1999, respectively.

(11) Mr. Van Steyn became an executive officer of the Company on May 11, 2000.

(12) "Other Annual Compensation" for Mr. Van Steyn includes: (a) premium
     payments of $9,400 and $6,090 in 2001 and 2000, respectively, to continue a
     life insurance policy providing a level of death

                                        14
<PAGE>

     benefits not available under the standard group life insurance program; and
     (b) the amounts of $9,600 and $5,600 reflecting a car allowance paid to him
     in 2001 and 2000, respectively.

GRANTS OF OPTIONS

     The following table summarizes information concerning individual grants of
options during the 2001 fiscal year to each of the named individuals. No stock
appreciation rights were granted during the 2001 fiscal year.

                       OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
                                                                                                 POTENTIAL REALIZABLE
                                                                                                   VALUE AT ASSUMED
                                  NUMBER OF                                                      ANNUAL RATES OF SHARE
                                COMMON SHARES     % OF TOTAL                                    PRICE APPRECIATION FOR
                                 UNDERLYING     OPTIONS GRANTED                                     OPTION TERM(1)
                                   OPTIONS       TO EMPLOYEES        EXERCISE      EXPIRATION   -----------------------
NAME                             GRANTED(#)     IN FISCAL YEAR    PRICE($/SHARE)      DATE          5%          10%
----                            -------------   ---------------   --------------   ----------   ----------   ----------
<S>                             <C>             <C>               <C>              <C>          <C>          <C>
Gordon Zacks..................           0             --                --               --           --           --
William Lenich................     188,675(2)        27.7%            $2.65          2/18/11     $314,400     $796,900
                                     1,325(3)         0.2%            $2.65          2/18/11     $  2,200     $  5,600
                                   150,000(4)        22.0%            $5.66         12/25/06     $234,600     $518,300
Christian Galvis..............      10,809(5)         1.6%            $4.60          6/28/11     $ 31,300     $ 79,200
                                    40,441(6)         5.9%            $4.60          6/28/11     $117,000     $296,500
Daniel D. Viren...............           0             --                --               --           --           --
Donald Van Steyn..............       3,188(5)         0.5%            $4.60          6/28/11     $  9,200     $ 23,400
</Table>

---------------

(1) The dollar amounts reflected in this table are the result of calculations at
    the 5% and 10% annual appreciation rates set by the SEC for illustrative
    purposes, and assume the options are held until their respective expiration
    dates. Such dollar amounts are not intended to forecast future performance
    or possible future appreciation in the price of the Company's common shares.
    Shareholders are therefore cautioned against drawing any conclusions from
    the appreciation data shown, aside from the fact that the named executive
    officers will only realize value from the option grants shown if the price
    of the Company's common shares appreciates. These amounts have been rounded
    to the nearest hundred dollars.

(2) These incentive stock options were granted on February 19, 2001, and become
    exercisable as to 37,735 common shares on each of the first through fifth
    anniversaries of the grant date. Each incentive stock option becomes fully
    exercisable in the event of defined changes in control of the Company; upon
    the death or disability of Mr. Lenich; or if Mr. Lenich's employment is
    terminated by the Company without "cause" or by Mr. Lenich for "good
    reason," in each case as defined in his employment agreement.

(3) This non-qualified stock option was granted on February 19, 2001, and
    becomes exercisable as to 265 common shares on each of the first through
    fifth anniversaries of the grant date. This non-qualified stock option
    becomes fully exercisable in the event of defined changes in control of the
    Company; upon the death or disability of Mr. Lenich; or if Mr. Lenich's
    employment is terminated by the Company without "cause" or by Mr. Lenich for
    "good reason," in each case as defined in his employment agreement.

(4) This non-qualified stock option was granted on December 26, 2001 and becomes
    exercisable as to 50,000 common shares on each of the first through third
    anniversaries of the grant date. This non-qualified stock option becomes
    fully exercisable in the event of defined changes in control of the Company;
    upon the death or disability of Mr. Lenich; or if Mr. Lenich's employment is
    terminated by the Company without "cause" or by Mr. Lenich for "good
    reason," in each case as defined in his employment agreement.

(5) These incentive stock options were granted on June 29, 2001 under the
    Company's option exchange program, and become exercisable on the third
    anniversary of the grant date. Each of these incentive stock options becomes
    fully exercisable in the event of defined changes in control of the Company
    or upon the death, disability or retirement of the named executive officer.

                                        15
<PAGE>

(6) This non-qualified stock option was granted on June 29, 2001 under the
    Company's option exchange program, and becomes exercisable on the third
    anniversary of the grant date. This non-qualified stock option becomes fully
    exercisable in the event of defined changes in control of the Company or
    upon the death, disability or retirement of Mr. Galvis.

OPTION EXERCISES AND HOLDINGS

     The following table summarizes information concerning unexercised options
held as of the end of the 2001 fiscal year by each of the named executive
officers. None of these individuals exercised options during the 2001 fiscal
year.

                    AGGREGATED FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
                                             NUMBER OF COMMON SHARES
                                              UNDERLYING UNEXERCISED           VALUE OF UNEXERCISED
                                                OPTIONS AT FISCAL            IN-THE-MONEY OPTIONS AT
                                                YEAR-END(#)(1)(2)             FISCAL YEAR-END ($)(3)
                                           ----------------------------    ----------------------------
                  NAME                     EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
                  ----                     -----------    -------------    -----------    -------------
<S>                                        <C>            <C>              <C>            <C>
Gordon Zacks.............................    197,627          31,250              --(4)           --(4)
William Lenich...........................          0         340,000              --        $670,500
Christian Galvis.........................     58,354          62,450         $ 8,300        $102,200
Daniel D. Viren..........................     15,000          60,000         $33,000        $132,000
Donald Van Steyn.........................      3,000          15,188         $ 8,900        $ 39,700
</Table>

---------------

(1) Reflects adjustments for 4-for-3 share split on June 1, 1994, for 4-for-3
    share split on September 1, 1995, and for 5-for-4 share split on June 3,
    1996.

(2) Outstanding options that are not fully exercisable will become so in the
    event of certain defined changes in control of the Company.

(3) These amounts have been rounded to the nearest hundred dollars.

(4) None of the options held by Mr. Zacks were in-the-money on December 29,
    2001.

OPTION EXCHANGE PROGRAM

     As noted in the "REPORT OF THE COMPENSATION COMMITTEE OF R. G. BARRY
CORPORATION ON EXECUTIVE COMPENSATION," in October 2000, the compensation
committee recommended and the board of directors approved a voluntary option
exchange program whereby option holders (other than the Company's Chief
Executive Officer and non-employee directors) were allowed to tender their
options with an exercise price above $5.00 per share for cancellation, and if
they continued to be employed on June 29, 2001, were granted new options for
one-half the number of common shares covered by the cancelled options. The new
options were granted at an exercise price of $4.60, the closing price of the
Company's common shares as reported on the New York Stock Exchange on June 29,
2001. The new options do not vest until June 29, 2004, unless the Company is a
party to a merger or another event (such as death, permanent disability or
normal retirement) which results in accelerated vesting under the terms of the
Company's stock option plans. The reasons for the option exchange program and
information regarding the options tendered by, and the options granted to,
executive officers of the Company are summarized in the "REPORT OF THE
COMPENSATION COMMITTEE OF R. G. BARRY CORPORATION ON EXECUTIVE
COMPENSATION -- OPTION EXCHANGE PROGRAM." Those summaries are incorporated into
this section by this reference.

PENSION PLANS

     The Company's pension plan provides for the payment of monthly benefits to
salaried employees at age 65 based upon 48% of a participant's "final average
monthly compensation" (subject to a limitation imposed by law on the amount of
annual compensation upon which benefits may be based) less a designated

                                        16
<PAGE>

percentage of the participant's primary social security benefits. Benefits under
the pension plan are reduced by 1/30th for each year of credited service less
than 30 years. The Company's supplemental retirement plan (known as the R. G.
Barry Corporation Restoration Plan) provides for the payment of additional
monthly retirement benefits based upon 2 1/2% of an eligible participant's
"final average monthly compensation" reduced by a designated percentage of his
primary social security benefits with the difference multiplied by his years of
credited service up to a maximum of 24 years, and the resulting product then
reduced by his monthly pension payable under the pension plan. The benefit to
which any employee who was a participant in the supplemental retirement plan on
December 31, 1988 is entitled will not be less than 60% of the participant's
"final average monthly compensation," reduced by (i) his monthly pension payable
under the pension plan and (ii) a designated percentage of his primary social
security benefits.

     The following table shows the estimated pension benefits payable under the
pension plan and the supplemental retirement plan to individuals who were
participants in the supplemental retirement plan on December 31, 1988, at age
65, based on compensation that is covered by the pension plan and the
supplemental retirement plan, years of service with the Company and payment in
the form of a lifetime annuity:

                              PENSION PLANS TABLE

             (MINIMUM BENEFIT FOR INDIVIDUALS WHO WERE PARTICIPANTS
           IN THE SUPPLEMENTAL RETIREMENT PLAN ON DECEMBER 31, 1988)

<Table>
<Caption>
                         ESTIMATED ANNUAL PENSION BENEFITS
FINAL AVERAGE       BASED ON CREDITED YEARS OF SERVICE INDICATED
   ANNUAL       ----------------------------------------------------
COMPENSATION       10         15         20         25         30
-------------   --------   --------   --------   --------   --------
<S>             <C>        <C>        <C>        <C>        <C>
  $125,000      $ 75,000   $ 75,000   $ 75,000   $ 75,000   $ 75,000
   175,000       105,000    105,000    105,000    105,000    105,000
   225,000       135,000    135,000    135,000    135,000    135,000
   275,000       165,000    165,000    165,000    165,000    165,000
   325,000       195,000    195,000    195,000    195,000    195,000
   375,000       225,000    225,000    225,000    225,000    225,000
   425,000       255,000    255,000    255,000    255,000    255,000
   475,000       285,000    285,000    285,000    285,000    285,000
   525,000       315,000    315,000    315,000    315,000    315,000
   575,000       345,000    345,000    345,000    345,000    345,000
   625,000       375,000    375,000    375,000    375,000    375,000
   675,000       405,000    405,000    405,000    405,000    405,000
   725,000       435,000    435,000    435,000    435,000    435,000
</Table>

     Annual benefits are shown before deduction of 50% of primary social
security benefits.

     The following table shows the estimated pension benefits payable under the
pension plan and the supplemental retirement plan to individuals who became
participants in the supplemental retirement plan after December 31, 1988, at age
65, based on compensation that is covered by the pension plan and the

                                        17
<PAGE>

supplemental retirement plan, years of service with the Company and payment in
the form of a lifetime annuity:

                              PENSION PLANS TABLE

            (MINIMUM BENEFIT FOR INDIVIDUALS WHO BECAME PARTICIPANTS
          IN THE SUPPLEMENTAL RETIREMENT PLAN AFTER DECEMBER 31, 1988)

<Table>
<Caption>
                         ESTIMATED ANNUAL PENSION BENEFITS
FINAL AVERAGE       BASED ON CREDITED YEARS OF SERVICE INDICATED
   ANNUAL       ----------------------------------------------------
COMPENSATION       10         15         20         25         30
-------------   --------   --------   --------   --------   --------
<S>             <C>        <C>        <C>        <C>        <C>
  $125,000      $ 31,250   $ 46,875   $ 62,500   $ 75,000   $ 75,000
   175,000        43,750     65,625     87,500    105,000    105,000
   225,000        56,250     84,375    112,500    135,000    135,000
   275,000        68,750    103,125    137,500    165,000    165,000
   325,000        81,250    121,875    162,500    195,000    195,000
   375,000        93,750    140,625    187,500    225,000    225,000
   425,000       106,250    159,375    212,500    255,000    255,000
   475,000       118,750    178,125    237,500    285,000    285,000
   525,000       131,250    196,875    262,500    315,000    315,000
   575,000       143,750    215,625    287,500    345,000    345,000
   625,000       156,250    234,375    312,500    375,000    375,000
   675,000       168,750    253,125    337,500    405,000    405,000
   725,000       181,250    271,875    362,500    435,000    435,000
</Table>

     Annual benefits are shown before deduction of 20.83% of primary social
security benefits after 10 years of service, 31.25% after 15 years of service,
41.67% after 20 years of service, 50% after 25 years of service, and 50% after
30 years of service.

     A participant's "final average monthly compensation" for purposes of the
Company's pension plan and supplemental retirement plan is the average of the
participant's compensation (salary and commissions but excluding cash bonuses
and overtime pay) during the five consecutive calendar years of the last ten
years in which such total compensation is highest. However, for individuals who
became participants in the supplemental retirement plan on or before December
31, 1988, compensation used in determining "final average annual compensation"
includes bonuses and incentives. The "final average annual compensation" as of
the end of the 2001 fiscal year was $501,085, $450,000, $257,625, $152,926 and
$142,411 for Messrs. Zacks, Lenich, Galvis, Viren and Van Steyn, respectively.
Messrs. Zacks, Lenich, Galvis, Viren and Van Steyn have approximately 46, 1, 11,
13 and 13 years, respectively, of credited service under the pension plan and
the supplemental retirement plan. Mr. Zacks was a participant in the
supplemental retirement plan on December 31, 1988. All of the other named
executive officers became participants in the supplemental retirement plan after
December 31, 1988.

DIRECTORS' COMPENSATION

     Each director who is not an employee of the Company (a "Non-Employee
Director") receives $17,000 annually for services as a director. In addition,
each Non-Employee Director receives $1,000 for each regular meeting and $500 for
each telephonic meeting of the board of directors attended. All members of a
committee of the board receive (a) a fee of $500 for each meeting attended that
occurs on the same day as a board meeting, (b) a fee of $1,000 for attending a
committee meeting that does not occur on the same day as a board meeting and (c)
a fee of $500 for participating in a telephonic meeting of the committee.
Directors who are also employees of the Company receive no separate compensation
for serving as directors.

     Each Non-Employee Director has been granted a non-qualified stock option to
purchase 6,250 common shares under the R. G. Barry Corporation Stock Option Plan
for Non-Employee Directors (the "Directors Plan"). The exercise price of each
non-qualified stock option granted to a Non-Employee Director has been equal to
the fair market value of the common shares on the date of grant. Non-qualified
stock options granted

                                        18
<PAGE>

to Non-Employee Directors have terms of ten years and become exercisable six
months after the grant date. The Directors Plan terminated on May 16, 2001.

OTHER COMPENSATION

     In 1952, the Company obtained from Florence Zacks Melton, the mother of
Gordon Zacks, the exclusive right to manufacture and sell various slipper styles
and other product designs created and owned by her, including future styles and
designs. Under a royalty agreement with the Company, as amended, Mrs. Melton
receives 1% of the Company's net sales of products utilizing her designs. The
royalty agreement terminates five years after the death of Mrs. Melton. During
2001, the Company accrued royalty payments (which will be paid in 2002) totaling
$65,191 pursuant to the royalty agreement. In October 2000, the royalty
agreement was amended to give the Company an option to purchase Mrs. Melton's
product designs and related patent rights. This option is exercisable by the
Company for a period of six months following the death of Mrs. Melton or a
change of control of the Company. The option price for Mrs. Melton's ownership
interest in the product designs and patent rights is $750,000 if the option is
exercised following a change of control of the Company that occurs prior to the
death of Mrs. Melton and $500,000 if the option is exercised following the death
of Mrs. Melton if her death occurs prior to a change of control. The royalty
agreement was also amended to grant to Mrs. Melton the right to require the
Company to purchase her product designs and patent rights for a period of six
months following a change of control of the Company that occurs prior to her
death for a purchase price of $750,000. Upon the Company's purchase of Mrs.
Melton's design rights, the royalty agreement will terminate.

     Mrs. Melton is also a party to a consulting services agreement with the
Company pursuant to which she has agreed to provide consulting services to the
Company in regard to product design and construction and to promote and enhance
the Company's image and reputation through participation in employee meetings
and Company communications. The consulting services agreement provides for
quarterly payments of $15,000 each. The initial term of the agreement began on
January 1, 2000 and ended on December 31, 2001. The term of the agreement was
automatically renewed and will continue to be automatically renewed for
additional 12-month periods unless either party elects not to renew.

EMPLOYMENT CONTRACTS, RESTRICTED STOCK AGREEMENTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS

     Gordon Zacks, Chairman of the Board and Chief Executive Officer, has
entered into an employment agreement with the Company, dated July 1, 2001. The
initial term of the employment agreement ends on July 1, 2004, but the term will
automatically be renewed for additional one-year periods unless either party
elects not to renew. In addition, if a "change of control" of the Company occurs
or is publicly proposed (and such proposal is not withdrawn) prior to the end of
the employment term, the term will automatically be extended for an additional
one-year period beginning on the date the employment term would have otherwise
terminated. The Company is obligated to cause Mr. Zacks to be nominated as a
director during the employment term.

     Mr. Zacks is entitled to receive a minimum annual base salary of $490,000,
subject to increases that the board of directors may grant. In addition to his
annual base salary, Mr. Zacks is entitled to participate in the Company's annual
incentive plan at an annual level of 40% of base salary if the target
performance levels are met and 100% of base salary if the maximum performance
levels are met or exceeded. He is also entitled to receive certain health and
life insurance coverages, pension and retirement benefits and other employee
benefits.

     If Mr. Zacks' employment is terminated by the Company without "cause" (as
defined in his employment agreement) or by Mr. Zacks for "good reason" (as
defined in the employment agreement) prior to a "change of control," until the
longer of the remainder of the employment term or 18 months, the Company will
continue to pay Mr. Zacks his base salary plus a bonus amount based on his
average annual bonus for the three full fiscal years ending prior to his
termination of employment. Mr. Zacks' outstanding options will also become fully
exercisable and any restricted common shares he holds will become fully vested.
In addition,

                                        19
<PAGE>

Mr. Zacks will receive for a period ending on his 75th birthday or his earlier
death, all life, medical and dental insurance benefits to which he was entitled
immediately prior to the date of termination. If Mr. Zacks' employment is
terminated by the Company without "cause" or by Mr. Zacks for "good reason"
following a "change of control," he will be entitled to receive a payment equal
to three times his base salary at the highest rate paid during the employment
term plus three times the average of the annual bonuses received during the five
fiscal years ending before Mr. Zacks' termination of employment (or, if less,
the number of years in which he received a bonus during those past five fiscal
years). Mr. Zacks will also receive for a period ending on his 85th birthday or
his earlier death, all life, medical and dental insurance benefits to which he
was entitled immediately prior to the date of termination and he will receive
all of his other employee benefits for a period of three years after the date of
termination. In addition, his outstanding options will become fully exercisable
and any restricted common shares he holds will become fully vested. A "change of
control" is deemed to have occurred if a third party acquires more than a
majority of the total voting power of the Company's outstanding voting
securities or as a result of, or in connection with, specified business
combinations or a contested election, the individuals who were directors
immediately before the transaction cease to constitute a majority of the
Company's board of directors or any acquisition, merger or other business
combination occurs in which the Company's shareholders before the transaction do
not own at least 51% of the equity interest of the surviving entity immediately
after the transaction. The employment agreement also provides for the
continuation of Mr. Zacks' salary and benefits for a period of time following a
permanent and total disability and for the continuation of certain benefits for
a period of time following his retirement. In the event that the payments and
benefits would constitute "excess parachute payments" under the Internal Revenue
Code, the Company will either reduce the payments and benefits to an amount
which will no longer constitute an "excess parachute payment" or reimburse Mr.
Zacks for the amount of any excise tax due, whichever provides Mr. Zacks with
the larger after-tax amount.

     Under an agreement dated September 27, 1989, as amended, the Company
agreed, upon the death of Mr. Zacks, to purchase from his estate, at the
estate's election, up to $4 million of the common shares held by Mr. Zacks at
the time of his death. The common shares would be purchased at their fair market
value at the time the estate exercises its put right. The estate's put right
expires after the second anniversary of Mr. Zacks' death. The Company agreed to
fund its potential obligation to purchase the common shares by purchasing and
maintaining life insurance during Mr. Zacks' lifetime. In addition, Mr. Zacks
agreed that, for a period of 24 months following his death, the Company will
have a right of first refusal to purchase any common shares owned by Mr. Zacks
at his death if his estate elects to sell the common shares.

     William Lenich, President and Chief Operating Officer, is party to an
employment agreement with the Company, dated February 19, 2001. The initial term
of the employment agreement ends on February 29, 2004, but the term will
automatically be renewed for additional 12-month periods unless either party
elects not to renew. As contemplated by the employment agreement, Mr. Lenich was
appointed to the board of directors effective February 19, 2001.

     Mr. Lenich is entitled to receive a minimum annual base salary of $450,000,
subject to increases that the board of directors may grant. In addition to his
annual base salary, Mr. Lenich is entitled to participate in the Company's
annual incentive plan at an annual level of 40% of base salary if the target
performance levels are met and 100% of base salary if the maximum performance
levels are met or exceeded. He is also entitled to receive certain health and
life insurance coverages, pension and retirement benefits and other employee
benefits.

     If Mr. Lenich's employment is terminated by the Company without "cause" (as
defined in his employment agreement) or by Mr. Lenich for "good reason" (as
defined in the employment agreement) prior to a "change in control," the Company
will continue to pay Mr. Lenich's base salary for a period of 18 months plus a
bonus under the annual incentive plan calculated as if he had been actively
employed throughout the 18 calendar months following the date of termination.
Mr. Lenich will also continue to receive for a period of 18 months following the
termination date, all medical and dental coverages to which he was entitled
immediately preceding the date of termination and his outstanding options will
become fully exercisable. If Mr. Lenich's employment is terminated by the
Company without "cause" or by Mr. Lenich for "good reason" during the six month
period ending on the date of a "change in control" or following a "change in
control," the
                                        20
<PAGE>

Company will continue to pay Mr. Lenich's base salary for a period of 36 months
and Mr. Lenich will be entitled to receive an amount equal to three times the
average of the annual bonuses, if any, he received under the annual incentive
plan during all fiscal years ending before his employment terminated. Mr. Lenich
will also continue to receive for a period of 18 months following the
termination date, all medical and dental coverages to which he was entitled
immediately preceding the date of termination and his outstanding options will
become fully exercisable. A "change in control" is deemed to have occurred for
purposes of Mr. Lenich's employment agreement under the same circumstances as
discussed above in connection with Mr. Zacks' employment agreement. Mr. Lenich's
employment agreement also provides for the continuation of his salary and
benefits for a period of time following a permanent and total disability. In the
event that the payments and benefits received or to be received by Mr. Lenich
would constitute "excess parachute payments" under the Internal Revenue Code,
the Company will either reduce the payments and benefits to an amount which will
no longer constitute an "excess parachute payment" or reimburse Mr. Lenich for
the amount of any excise tax due, whichever provides Mr. Lenich with the larger
after-tax amount.

     As contemplated by his employment agreement, on February 19, 2001, Mr.
Lenich was granted options covering an aggregate of 190,000 common shares, with
an exercise price equal to the closing sale price on that date. These options
have a term of ten years and become exercisable in five equal annual
installments beginning on the first anniversary of the grant date. In addition,
on December 26, 2001, he was granted options covering 150,000 common shares,
with an exercise price equal to the closing sale price on that date, as a result
of the closing price of the Company's common shares having averaged at least
$5.00 for 15 consecutive trading days. These options have a term of five years
and become exercisable in three equal annual installments beginning on the first
anniversary of the grant date. These two option grants are shown in the OPTION
GRANTS IN LAST FISCAL YEAR table. If prior to February 29, 2004, the closing
price of the Company's common shares averages at least $10.00 for 15 consecutive
trading days, Mr. Lenich will be granted options covering an additional 150,000
common shares, with an exercise price equal to the closing sale price on the
grant date. If granted, these options will have a five year term and become
exercisable as to 50% of the common shares on the first anniversary of the grant
date, as to an additional 30% of the common shares on the second anniversary of
the grant date and as to the remaining 20% of the common shares on the third
anniversary of the grant date. These options are to be incentive stock options
to the maximum extent possible.

     Christian Galvis, Executive Vice President -- Operations and
President -- Operations of Barry Comfort Group, is a party to an executive
employment agreement with the Company, dated January 4, 1998, which provides for
the employment of Mr. Galvis for a term of five years. Mr. Galvis is entitled to
receive a minimum annual salary of $258,000, subject to increases that the board
of directors may grant. In addition to his annual salary, Mr. Galvis is entitled
to participate in the annual incentive plan, at a maximum level equal to 60% of
his base salary, and to receive certain health and life insurance coverages,
pension and retirement benefits and other employee benefits. If Mr. Galvis'
employment is terminated by the Company without "cause" (as defined in his
employment agreement) or by Mr. Galvis for "good reason" (as defined in the
employment agreement), he will be entitled to receive a severance payment equal
to the total compensation (including bonus) paid to or accrued for his benefit
for services rendered during the 12-month period immediately preceding the date
of termination. Mr. Galvis' employment agreement also provides for the
continuation of salary for a period of time following a permanent and total
disability.

     Mr. Galvis is also party to a restricted stock agreement, dated January 4,
1998, with the Company, which provides for the issuance of an aggregate of up to
10,000 common shares over a period of up to eight years. He is entitled to
receive 1,250 common shares on the last business day of each fiscal year,
beginning with the 1998 fiscal year, so long as he is employed by the Company on
that date. In addition, he will receive an additional 1,250 common shares in
respect of any fiscal year in which the Company achieves 120% of the "target
profit goal" established by the board of directors for that fiscal year. If Mr.
Galvis' employment with the Company terminates for any reason (other than within
two years following a "change in control"), he will forfeit his right to receive
any common shares other than those previously earned under the terms of the
restricted stock agreement. If his employment is terminated by the Company
without "cause" (as defined in the restricted stock agreement) or by Mr. Galvis
for "good reason" within two years following a "change in control," he will be
entitled to be issued all of the common shares subject to the restricted stock
agreement which have not

                                        21
<PAGE>

previously been issued. Mr. Galvis received 1,250 common shares at the end of
each of the last four fiscal years of the Company.

     Daniel D. Viren, Senior Vice President -- Finance and Chief Financial
Officer, Secretary and Treasurer, is a party to an executive employment
agreement with the Company, dated June 5, 2000, which provides for the
employment of Mr. Viren for a term of three years. Mr. Viren is entitled to
receive a minimum annual salary of $220,000, subject to increases that the board
of directors may grant. The Company paid Mr. Viren an aggregate sign-on bonus of
$50,000, of which $25,000 was paid on June 13, 2000 and $25,000 was paid on
January 9, 2001. Mr. Viren is entitled to participate in the annual incentive
plan, at a maximum annual level equal to 60% of his base salary, and to receive
certain health and life insurance coverages, pension and retirement benefits and
other employee benefits. On June 5, 2000, Mr. Viren was granted options covering
75,000 common shares, with an exercise price equal to the closing sale price on
that date, pursuant to his employment agreement. If Mr. Viren's employment is
terminated by the Company without "cause" (as defined in his employment
agreement) or by Mr. Viren for "good reason" (as defined in his employment
agreement), he will be entitled to receive a severance payment equal to the
total compensation (including bonus) paid to or accrued for his benefit for
services rendered during the 12-month period immediately preceding the date of
termination. Mr. Viren's employment agreement also provides for the continuation
of salary for a period of time following a permanent and total disability.

     Donald Van Steyn, Vice President -- Chief Information Officer, entered into
a change in control agreement, effective as of January 4, 2001, with the
Company, which provides that if his employment is terminated by the Company
without "cause" (as defined in the agreement) or by him for "good reason" (as
defined in the agreement) within 36 months following a "change in control" (as
defined in the agreement), he will be entitled to receive a severance payment
equal to the greater of the total compensation (including bonus) paid to him or
accrued for his benefit for services rendered during the calendar year ending
prior to the date on which the "change in control" occurred or the total
compensation (including bonus) paid to him or accrued for his benefit for
services rendered during the 12-month period immediately preceding the date of
termination of employment. Prior to a "change in control," the change in control
agreement will terminate immediately if his employment is terminated for any
reason. The change in control agreement will continue in effect until January 4,
2004, unless earlier terminated pursuant to its terms.

                                        22
<PAGE>

                               PERFORMANCE GRAPH

     The following line graph compares the yearly percentage change in the
cumulative total shareholder return on the Company's common shares with an index
for shares listed on the New York Stock Exchange and an index for Media General
Industry Group, Textile-Apparel Clothing, for the five-year period ended
December 28, 2001 (the last trading day during the Company's 2001 fiscal year).

                       COMPARISON OF FIVE-YEAR CUMULATIVE
                    TOTAL RETURNS OF R. G. BARRY CORPORATION
                  COMMON SHARES, NEW YORK STOCK EXCHANGE INDEX
                  AND TEXTILE-APPAREL CLOTHING INDUSTRY INDEX

<Table>
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
------------------------------------------------------------------------------------------------------------------------------
                                        12/27/96       1/02/98        12/31/98       12/31/99       12/29/00       12/28/01
------------------------------------------------------------------------------------------------------------------------------
 R. G. Barry Corporation                 100.00         102.22         97.78          35.56          21.11          52.89
------------------------------------------------------------------------------------------------------------------------------
 Textile-Apparel Clothing Industry       100.00         106.21         106.20         96.36          96.62          99.33
------------------------------------------------------------------------------------------------------------------------------
 New York Stock Exchange                 100.00         131.56         156.55         171.42         175.51         159.87
------------------------------------------------------------------------------------------------------------------------------
</Table>

                PROPOSAL TO APPROVE THE R. G. BARRY CORPORATION
                           2002 STOCK INCENTIVE PLAN

GENERAL

     On February 21, 2002, the Board of Directors of the Company adopted,
subject to approval by the shareholders, the R. G. Barry Corporation 2002 Stock
Incentive Plan (the "2002 Plan") for employees and Non-Employee Directors of the
Company ("Participants"). The 2002 Plan authorizes the granting of (i) incentive
stock options ("ISOs") as defined in Section 422 of the Internal Revenue Code,
(ii) non-qualified stock options ("NQSOs") and (iii) stock appreciation rights
("SARs") (ISOs, NQSOs and SARs are herein referred to collectively as "Awards").
The purposes of the 2002 Plan are to foster the long-term success of the
Company, increase shareholder value by providing Participants in the Plan with
an opportunity to acquire or increase their ownership interest in the Company,
and attract and retain the services of outstanding individuals upon whose
judgment and dedication the success of the Company is largely dependent.

                                        23
<PAGE>

     Subject to adjustment as discussed below, there will be 450,000 common
shares available for issuance under the 2002 Plan.

     The Company also maintains the R. G. Barry Corporation 1988 Stock Option
Plan (the "1988 Plan"), the R. G. Barry Corporation 1994 Stock Option Plan (the
"1994 Plan"), the R. G. Barry Corporation 1997 Incentive Stock Plan (the "1997
Plan"), the R. G. Barry Corporation Employee Stock Purchase Plan (the "Purchase
Plan"), and the Directors Plan, all of which will remain in effect.

     Although the 1988 Plan and the Directors Plan are still maintained by the
Company, no further options may be granted under either Plan. There are,
however, options outstanding covering 143,796 common shares and 37,500 common
shares, respectively, which have previously been granted under the 1988 Plan and
the Directors Plan.

     As of March 15, 2002, options covering 288,896 common shares remained
outstanding under the 1994 Plan and options covering 711,039 common shares
remained outstanding under the 1997 Plan. At the same date, there were 51,940
and 182,891 common shares available for grants under the 1994 Plan and the 1997
Plan, respectively. As of February 28, 2002, employees participating in the
current term (Term X) of the Purchase Plan held options to purchase an aggregate
of 195,732 common shares and 53,580 common shares remained available for
issuance in future terms of the Purchase Plan.

     Common shares subject to Awards under the 2002 Plan may either be
authorized but unissued common shares or common shares held in treasury. If any
Award granted under the 2002 Plan is cancelled, terminated, forfeited or
otherwise settled without the payment of cash or the issuance of any common
shares, such common shares may be the subject of future Awards under the 2002
Plan.

     As of the date of this proxy statement, no determination has been made
regarding the identity of the Participants to whom Awards may be granted under
the 2002 Plan or the kinds of Awards or numbers of common shares to be subject
to Awards that will be granted to such Participants. The Company estimates that
approximately 100 employees of the Company will be eligible to be granted Awards
under the 2002 Plan, including the executive officers named in the Summary
Compensation Table, as well as the Non-Employee Directors (currently six
individuals) who are eligible to be granted NQSOs under the 2002 Plan. The table
included under "GRANTS OF OPTIONS" at page 15 shows the options granted to the
named executive officers during the 2001 fiscal year. During 2001, options
covering an aggregate of 432,181 common shares were granted to all current
executive officers of the Company and options covering an aggregate of 248,876
common shares were granted to all employees, including all current officers who
are not executive officers of the Company. Harvey A. Weinberg was granted an
option covering 6,250 common shares upon joining the board in 2001, the only
Non-Employee Director who received an option during the 2001 fiscal year.
Because the granting of Awards under the 2002 Plan will be made by the
compensation committee of the board of directors or, in the case of NQSOs which
may be granted to Non-Employee Directors, the full board, based on a subjective
determination of the relative current and future contribution that each
Participant has made or may make to the long-term welfare of the Company, past
grants under the Company's other stock option plans may not be reflective of
grants of Awards to be made under the 2002 Plan.

     The following is a brief summary of the material features of the 2002 Plan.
This summary is qualified in its entirety by reference to the full text of the
2002 Plan, a copy of which is included herewith as Annex A and made a part
hereof.

SUMMARY OF OPERATION OF THE 2002 PLAN

  Administration of the 2002 Plan

     The 2002 Plan will be administered by a committee. The committee will be
the compensation committee of the board of directors or, in the case of NQSOs
granted to Non-Employee Directors, the full board. The applicable committee has
the authority to determine, among other things, the Participants to whom Awards
will be granted under the 2002 Plan, the time or times of the grant, the number
of common shares subject to each grant and the terms and conditions of each
Award. The compensation committee consists of not less than three members of the
board of directors of the Company (i) who are "outside directors" within the
meaning

                                        24
<PAGE>

of Section 162(m) of the Internal Revenue Code and the regulations and rulings
thereunder; (ii) who are "non-employee directors" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, and (iii) none of whom receive
payment from the Company in any capacity other than as a director.

  Options

     ISOs and NQSOs (together, "Options") may both be granted under the 2002
Plan. ISOs may be granted for terms of up to, but not exceeding, ten years from
the date of grant. In the discretion of the applicable committee, NQSOs may be
granted for terms in excess of ten years as specified in the Participant's Award
agreement. Any ISO which is granted to an individual who, on the effective date
of the grant, owns of record and beneficially more than 10% of the total
combined voting power of all classes of stock of the Company then outstanding
and entitled to vote, will not be exercisable more than five years after it is
granted. No person may be granted ISOs under the 2002 Plan if it would cause the
aggregate fair market value (determined as of the date an ISO is granted) of the
common shares with respect to which all ISOs held by such person are exercisable
for the first time during any calendar year, under the 2002 Plan and all other
stock option plans maintained by the Company, to exceed $100,000. In addition,
during the period in which the 2002 Plan remains in effect, no person may, in
one year, be granted Options or SARs under the 2002 Plan covering more than
100,000 common shares, subject to adjustments upon changes in capitalization.
ISOs may only be granted to employees of the Company.

  Option Exercise Price

     The exercise price of each Option will be determined by the applicable
committee and may not be less than the fair market value of a common share on
the grant date. For purposes of the 2002 Plan, the fair market value of the
Company's common shares on a particular date will be the closing sale price of
the common shares as shown on the New York Stock Exchange on that date. On March
15, 2002, the fair market value of the Company's common shares was $6.25. In the
case of any ISO granted to an individual who, on the grant date, owns of record
and beneficially more than 10% of the total combined voting power of all classes
of stock of the Company then outstanding and entitled to vote, however, the
exercise price per share must be at least 110% of the fair market value of a
common share on the grant date of the ISO.

  Payment of Option Exercise Price

     Payment of the exercise price may be made in cash or by check and, if
permitted by the applicable committee, by delivery of common shares having a
fair market value equal to the exercise price of the Option, or a combination of
common shares and cash or check, equal in the aggregate to the exercise price
for the common shares being purchased. Each Option will provide for appropriate
arrangements for the satisfaction of all tax withholding requirements applicable
to the exercise of such Option. If the Participant has not paid to the Company
any required taxes, then the Company may withhold from the value of the Awards
any amount required to comply with applicable tax withholding law. If permitted
by the applicable committee, a Participant may elect to satisfy applicable
withholding obligations by having common shares otherwise issuable under the
2002 Plan withheld by the Company.

  Stock Appreciation Rights

     The compensation committee may, in its discretion, grant an SAR to an
employee Participant either alone or in tandem with any Option granted under the
2002 Plan. An SAR granted in tandem with an Option may be granted at the time
the Option is granted or at a later date with respect to an existing Option. In
the event of the exercise of an SAR granted in tandem with an Option, the Option
to which the SAR relates (or the corresponding portion thereof) will be
forfeited upon payment of the SAR so exercised. The exercise price of an SAR
granted in tandem with an Option may not be less than 100% of the fair market
value of the common shares subject to the Option or portion thereof surrendered
by the option holder. An SAR granted in tandem with an Option will expire,
unless previously exercised, no later than the expiration of the related Option.
The compensation committee may provide for the payment of an SAR in cash or in
common shares valued at fair market value as of the date of exercise, or in any
combination thereof. SARs may also be issued
                                        25
<PAGE>

on a stand-alone basis subject to the terms specified in the Award agreement.
Stand alone SARs are not tied to a specific Option, and the exercise of a stand
alone SAR does not result in the forfeiture of any Options.

  Exercise of Awards; Expiration and Termination

     If exercisable by their terms, Awards must generally be exercised before
the earlier of three months after the date of termination of service or the
fixed expiration date. In the case of the termination of a Participant's service
for cause (as such term is defined in the 2002 Plan), each of the Participant's
unexercised Awards will expire immediately upon such termination. In the event
of the death or disability (as such term is defined in the 2002 Plan) of a
Participant while in service to the Company (or, death of an employee
Participant within three months after termination other than for cause), each of
the Participant's unexercised Awards will become immediately exercisable by his
or her estate and will expire on the earlier of (i) the fixed expiration date or
(ii) twelve months after the date of termination due to death or disability. In
the case of retirement (as such term is defined in the 2002 Plan) by a
Participant who is an employee of the Company, the Participant's unexercised
ISOs will expire on the earlier of (i) the fixed expiration date of the ISOs or
(ii) three months after retirement. NQSOs issued before an employee
Participant's 65th birthday or after an employee Participant turns 65 but at
least 12 months before retirement will expire on the earlier of (i) the fixed
expiration date of the NQSO or (ii) twelve months after retirement.

     If the Company undergoes a merger or consolidation (other than a merger or
consolidation to effect a reincorporation of the Company under the laws of
another jurisdiction) or in the event of the reclassification of Company shares
or the exchange of Company shares for the securities of another entity (other
than a subsidiary of the Company) that has acquired the Company's assets or
which is in control of an entity that has acquired the Company's assets and the
terms of that plan or agreement are binding on all holders of Company shares
(except to the extent that dissenting shareholders are entitled to relief under
applicable law), a Participant's right to receive Awards will be accelerated.

  Limitations on Transfer of Awards

     With the permission of the applicable committee, a Participant who has been
granted an Award under the 2002 Plan may transfer such Award (other than an ISO)
to a revocable inter vivos trust as to which the Participant is the settlor or
may transfer such Award to a "Permissible Transferee." A Permissible Transferee
is any member of the immediate family of the Participant, any trust, whether
revocable or irrevocable, solely for the benefit of members of the Participant's
immediate family, or any partnership or limited liability company whose only
partners or members are members of the Participant's immediate family. Any such
transferee of an Award will remain subject to all of the terms and conditions
applicable to such Award and subject to the rules and regulations prescribed by
the committee. An Award may not be retransferred by a Permissible Transferee
except by will or the laws of descent and distribution and then only to another
Permissible Transferee. Other than as described above, an Option or SAR granted
under the 2002 Plan may not be transferred except by will or the laws of descent
and distribution and, during the lifetime of the Participant to whom granted,
may be exercised only by such Participant, his guardian or legal representative.

  Adjustments Upon Changes in Capitalization

     The number of common shares available for Awards under the 2002 Plan and
subject to outstanding Awards will be adjusted upward or downward by the
applicable committee, as the case may be, in the event of any merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares, stock dividend or other similar transaction affecting shares of the
Company. The exercise price of an outstanding Award may also be adjusted in the
event of any transaction if such adjustment is deemed appropriate by the
committee.

  Amendment and Termination

     The board of directors of the Company may terminate, amend or suspend the
2002 Plan in whole or in part. However, the board may not amend the 2002 Plan,
without shareholder approval, if such shareholder approval is required to
satisfy (i) the requirements of Rule 16b-3 under the Exchange Act; (ii)
applicable

                                        26
<PAGE>

requirements of the Internal Revenue Code, or (iii) applicable requirements of
any securities exchange on which are listed any of the Company's equity
securities. In addition, no amendment may result in the loss of a compensation
committee member's status as a "non-employee director" or, without the consent
of the Participant, adversely affect any Award issued before the amendment,
termination or suspension.

     The 2002 Plan will expire by its terms on February 20, 2012.

  Buy Out of Awards

     In its discretion, the applicable committee may, at any time and without
the consent of a Participant, cancel any or all outstanding Awards by giving
written notice to the Participant of the intent to buy out the Award. In the
event of such a buy out, the Company will pay to the Participant the difference
between the fair market value of each Award to be cancelled and the exercise
price associated with the cancelled Award. Payment of the buy out amount may be
made in cash, common shares or a combination thereof, at the applicable
committee's option.

FEDERAL INCOME TAX CONSEQUENCES

  Incentive Stock Options

     A Participant does not realize income on the grant of an ISO. If a
Participant exercises an ISO in accordance with the terms of the ISO and does
not dispose of the common shares acquired within two years from the date of the
grant of the ISO or within one year from the date of exercise, the Participant
will not realize any ordinary taxable income by reason of the exercise and
neither the Company nor its subsidiaries will be allowed a deduction by reason
of the grant or exercise. The Participant's basis in the common shares acquired
upon exercise will be the amount paid upon exercise. (See the discussion below
for the tax consequences of the exercise of an Option with common shares already
owned by the Participant and taxes imposed on tax preference items). Provided
the Participant holds the common shares as a capital asset at the time of sale
or other disposition of the common shares, the gain or loss, if any, recognized
on the sale or other disposition will be capital gain or loss. The amount of
gain or loss will be the difference between the amount realized on the
disposition of the common shares and the Participant's basis in the common
shares. If a Participant disposes of the common shares within two years from the
date of grant of an ISO or within one year from the date of exercise (an "Early
Disposition"), the Participant will realize ordinary income at the time of
disposition which will equal the excess, if any, of the lesser of (a) the amount
realized on the disposition, or (b) the fair market value of the common shares
on the date of exercise, over the Participant's basis in the common shares. Also
in this case, the Company or one of its subsidiaries will be entitled to a
deduction in an amount equal to the income realized by the Participant. If the
Participant holds the common shares as a capital asset at the time of
disposition, the excess, if any, of the amount realized on disposition of such
common shares over the fair market value of the common shares on the date of
exercise will be long- or short-term capital gain, depending upon the holding
period of the common shares.

     If a Participant disposes of such common shares for less than his or her
basis in the common shares, the difference between the amount realized and such
basis will be a long- or short-term capital loss, depending upon the holding
period of the common shares, provided the Participant holds the common shares as
a capital asset at the time of disposition. The excess of the fair market value
of the common shares at the time the ISO is exercised over the exercise price
for the common shares is treated as a tax preference item (the "Incentive Stock
Option Preference") unless the Participant makes an Early Disposition of such
common shares. See "Taxation of Preference Items" below.

  Non-Qualified Stock Options

     NQSOs do not receive the special tax treatment afforded to ISOs under the
Internal Revenue Code. Although a Participant does not recognize income at the
time of the grant of an NQSO, he or she recognizes ordinary income upon the
exercise of the NQSO in an amount equal to the difference between the fair
market value of the common shares on the date of exercise of the NQSO and the
amount paid for the common shares.

                                        27
<PAGE>

     The excess of the fair market value of the common shares on the date of
exercise of an NQSO over the exercise price is not treated as an item of "tax
preference" as such term is used in the Internal Revenue Code.

  Payment in Common Shares

     If a Participant exercises an Option by surrendering common shares already
owned by him or her ("Old Shares"), the following rules apply:

          1. To the extent the number of common shares acquired ("New Shares")
     exceeds the number of Old Shares exchanged, the Participant will recognize
     ordinary income on the receipt of such additional common shares (provided
     the Option is not an ISO) in an amount equal to the fair market value of
     such additional common shares less any amount paid for them and the Company
     or one of its subsidiaries will be entitled to a deduction in an amount
     equal to the income recognized. The basis of such additional common shares
     will be equal to the fair market value of such common shares (or, in the
     case of an ISO, the amount, if any, paid for additional common shares) on
     the date of exercise, and the holding period for such additional common
     shares will commence on the date the Option is exercised.

          2. Except as provided below, to the extent the number of New Shares
     acquired does not exceed the number of Old Shares exchanged, no gain or
     loss will be recognized on such exchange, the basis of the New Shares
     received will be equal to the basis of the Old Shares surrendered, and the
     holding period of the New Shares received will include the holding period
     of the Old Shares surrendered. However, if the Participant exercises an ISO
     by surrendering Old Shares which were acquired through the exercise of an
     ISO and if the surrender occurs prior to the expiration of the holding
     period applicable to ISOs, the surrender will be deemed to be an Early
     Disposition of the Old Shares. The federal income tax consequences of an
     Early Disposition are discussed above.

          3. If the Old Shares surrendered were acquired by the Participant by
     exercise of an ISO, then the exchange will not constitute an Early
     Disposition of the Old Shares unless the Option being exercised is an ISO
     and the holding period applicable to an ISO has not been met at the time of
     the surrender.

  Stock Appreciation Rights

     Although the recipient of an SAR does not recognize income at the time the
SAR is granted, in the year the SAR is exercised, he or she recognizes income in
an amount equal to the cash and the fair market value of the property received.
The Company or one of its subsidiaries will be entitled to deduct as
compensation an amount equal to the income recognized by the recipient, and such
deduction will be claimed in the Company's taxable year in which the SAR becomes
payable to the recipient.

     The Company or one of its subsidiaries is entitled to deduct as
compensation the amount included in the recipient's gross income as a result of
the payment of the SAR in common shares only in its taxable year in which or
with which ends the taxable year of the recipient in which he or she recognizes
gross income. If an SAR is paid in common shares, the recipient's basis will be
equal to the fair market value of the common shares when received, and the
holding period will begin on that date.

  Taxation of Long-Term Capital Gains

     For capital assets held for more than 12 months, the maximum rate of tax on
net capital gains is 20%. A 10% rate applies to taxpayers in the 15% ordinary
income tax bracket. Gains on capital assets held for more than five years are
subject to a reduced rate. The 20% and 10% rates discussed above are reduced to
18% and 8%, respectively, in such case.

  Taxation of Preference Items

     Section 55 of the Internal Revenue Code imposes an alternative minimum tax
equal to the excess, if any, of (1) 26% of the option holder's "alternative
minimum taxable income" up to $175,000 ($87,500 in the case of married taxpayers
filing separately) and 28% of alternative minimum taxable income in excess of
$175,000 ($87,500 in the case of married taxpayers filing separately) over (2)
his or her "regular" federal income tax.
                                        28
<PAGE>

Alternative minimum taxable income is determined by adding the option holder's
Incentive Stock Option Preference and any other items of tax preference to his
or her adjusted gross income and then subtracting certain allowable deductions
and an exemption amount. The exemption amount is $35,750 for single taxpayers
($33,750 for taxable years 2005 and later), $49,000 for married taxpayers filing
jointly ($45,000 for taxable years 2005 and later) and $24,500 for married
taxpayers filing separately ($22,500 for taxable years 2005 and later).

     The foregoing is a summary of the federal income tax consequences to the
Participants in the 2002 Plan and to the Company, based upon current income tax
laws, regulations and rulings.

  Other Matters

     The 2002 Plan is intended to comply with Section 162(m) of the Internal
Revenue Code with respect to Options and SARs granted thereunder. Section 162(m)
prohibits a publicly held corporation, such as the Company, from claiming a
deduction on its federal income tax return for compensation in excess of $1
million paid for a given fiscal year to the chief executive officer (or person
acting in that capacity) at the close of the corporation's fiscal year and the
four most highly compensated officers of the corporation, other than the chief
executive officer, at the end of the corporation's fiscal year (collectively,
the "Section 162(m) Officers"). The $1 million compensation deduction limitation
does not apply to "performance-based compensation". The final regulations issued
by the Internal Revenue Service under Section 162(m) (the "IRS Regulations") set
forth a number of provisions which compensatory plans must contain if the
compensation paid thereunder is to qualify as "performance-based" for purposes
of Section 162(m).

     The 2002 Plan is intended to satisfy the requirements of the IRS
Regulations with respect to Options and SARs granted thereunder. The Company is
seeking shareholder approval of the 2002 Plan in a good faith effort to qualify
compensation received thereunder as a result of Options and SARs granted under
the 2002 Plan as "performance-based" for purposes of Section 162(m). If such
shareholder approval is not obtained, the 2002 Plan and any Awards previously
granted thereunder will be null and void.

RECOMMENDATION AND VOTE

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THIS PROPOSAL.
---

     SHAREHOLDER APPROVAL OF THE 2002 PLAN WILL REQUIRE THE AFFIRMATIVE VOTE OF
THE HOLDERS OF A MAJORITY OF THE COMPANY'S COMMON SHARES, PRESENT IN PERSON OR
BY PROXY, AND ENTITLED TO VOTE ON THE PROPOSAL. THE EFFECT OF AN ABSTENTION IS
THE SAME AS A "NO" VOTE.

                         REPORT OF THE AUDIT COMMITTEE

GENERAL

     In accordance with the audit committee charter adopted by the Company's
board of directors, the audit committee assists the board in fulfilling the
board's responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of the Company. Each
member of the audit committee qualifies as independent for purposes of the New
York Stock Exchange's corporate governance standards.

REVIEW AND DISCUSSION WITH INDEPENDENT ACCOUNTANTS AND AUDITORS

     In discharging its oversight responsibility as to the audit process, the
audit committee obtained from KPMG LLP a formal written statement describing all
relationships between the Company and KPMG LLP that might bear on KPMG LLP's
independence consistent with Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees. The audit committee discussed
with KPMG LLP any relationships or services that may impact the objectivity and
independence of KPMG LLP and satisfied itself as to KPMG LLP's independence. In
addition, the audit committee discussed and reviewed with KPMG
                                        29
<PAGE>

LLP all communications required by auditing standards generally accepted in the
United States of America, including those described in Statement on Auditing
Standards No. 61, Communication with Audit Committees, as amended, and, with and
without management present, discussed and reviewed the results of KPMG LLP's
examination of the financial statements.

REVIEW WITH MANAGEMENT

     The audit committee reviewed and discussed the audited consolidated
financial statements of the Company as of and for the fiscal year ended December
29, 2001 with management. Management has the responsibility for the preparation
of the Company's consolidated financial statements and KPMG LLP has the
responsibility for the audit of those statements.

CONCLUSION

     Based on the reviews and discussions with management and KPMG LLP noted
above, the audit committee recommended to the board of directors (and the board
approved) that the Company's audited consolidated financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 2001 to be filed with the SEC.

          SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

      Philip G. Barach        Harvey M. Krueger, Chairman        Edward M. Stan

                            AUDIT AND NON-AUDIT FEES

     The following table presents fees for professional audit services rendered
by KPMG LLP for the audit of the Company's annual consolidated financial
statements for the 2001 fiscal year, and fees billed for other services rendered
by KPMG LLP for the 2001 fiscal year:

<Table>
<S>                                                           <C>
Audit Fees, excluding Audit Related.........................  $211,000
Financial Information Systems Design and Implementation
  Fees......................................................  $      0
All Other Fees:
  Audit Related Fees (1)....................................  $110,000
  Other Non-Audit Fees (2)..................................  $223,000
                                                              --------
     Total All Other Fees...................................  $333,000
</Table>

---------------

(1) Audit related fees related principally to audits of financial statements of
    certain employee benefit plans and statutory audits not required to complete
    the audit of the consolidated financial statements.

(2) Other non-audit fees related to tax compliance and advisory services.

     All non-audit services were reviewed with the audit committee, which
concluded that the provision of such services by KPMG LLP was compatible with
the maintenance of that firm's independence in the conduct of its auditing
functions.

                              INDEPENDENT AUDITORS

     The Company engaged KPMG LLP as its independent auditors to audit its
consolidated financial statements for the 2001 fiscal year. KPMG LLP, together
with its predecessors, has served as the Company's independent auditors since
1966. The audit committee will make its selection of the independent auditors
for the 2002 fiscal year later in the year.

     Representatives of KPMG LLP are expected to be present at the annual
meeting to respond to appropriate questions and to make such statements as they
may desire.

                                        30
<PAGE>

                 SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

     Proposals of shareholders intended to be presented at the 2003 annual
meeting of shareholders must be received by the Company no later than November
28, 2002, to be included in the Company's proxy materials relating to that
annual meeting. Upon receipt of a shareholder proposal, the Company will
determine whether or not to include the proposal in the proxy materials in
accordance with applicable rules and regulations promulgated by the SEC.

     The SEC has promulgated rules relating to the exercise of discretionary
voting authority pursuant to proxies solicited by the board of directors. If a
shareholder intends to present a proposal at the 2003 annual meeting of
shareholders and does not notify the Company of the proposal by February 11,
2003, the proxies solicited by the board of directors for use at the 2003 annual
meeting may be voted on the proposal without discussion of the proposal in the
Company's proxy statement for that annual meeting.

     In each case, written notice must be given to the Company's Secretary,
whose address is: Daniel D. Viren, Secretary, R. G. Barry Corporation, 13405
Yarmouth Road N.W., Pickerington, Ohio 43147.

     Shareholders desiring to nominate candidates for election as directors at
the 2003 annual meeting or to submit candidates to the nominating and governance
committee of the Company's board of directors must follow the procedures
described in "ELECTION OF DIRECTORS."

                                 OTHER MATTERS

     As of the date of this proxy statement, the board of directors knows of no
other matter that will be presented for action at the annual meeting of
shareholders other than those discussed in this proxy statement. If any other
matter requiring a vote of the shareholders properly comes before the annual
meeting or any adjournment, the individuals acting under the proxies solicited
by the board of directors will vote and act according to their best judgments in
light of the conditions then prevailing.

     It is important that proxies be completed and returned promptly.
Shareholders who do not expect to attend the annual meeting in person are urged
to fill in, sign and return the enclosed proxy card in the self-addressed
envelope enclosed with this proxy statement.

                                          By Order of the Board of Directors,

                                          /S/ Gordon Zacks
                                          Gordon Zacks,
                                          Chairman of the Board
                                            and Chief Executive Officer

March 28, 2002

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                                                                         ANNEX A

                             R.G. BARRY CORPORATION

                           2002 STOCK INCENTIVE PLAN

                                 1.00  PURPOSE

     This Plan is intended to foster and promote the Company's long-term
financial success and to increase shareholder value by [1] providing
Participants an opportunity to acquire an ownership interest or to increase an
ownership interest in the Company and [2] enabling the Company and its
Subsidiaries to attract and retain the services of outstanding individuals upon
whose judgment, interest and dedication the successful conduct of the Company's
business is largely dependent.

                               2.00  DEFINITIONS

     When used in this Plan, the following terms will have the meanings given to
them in this section unless another meaning is expressly provided elsewhere in
this Plan. When applying these definitions, the form of any term or word will
include any of its other forms.

     ACT.  The Securities Exchange Act of 1934, as amended.

     ANNUAL MEETING.  The annual meeting of the Company's shareholders.

     AWARD.  Any Incentive Stock Option, Nonqualified Stock Option and Stock
Appreciation Right. The aggregate number of shares of Stock with respect to
which Options and SARs may be issued to any Participant for any Plan Year may
not be greater than 100,000 shares of Stock (adjusted as provided in Section
4.03), including Options and SARs that are cancelled or deemed to have been
cancelled under Treas. Reg. sec.162-27(e)(2)(vi)(B) during the Plan Year issued.

     AWARD AGREEMENT.  The written agreement between the Company and each
Participant that describes the terms and conditions of each Award.

     BENEFICIARY.  The individual a Participant designates to receive (or to
exercise) any Plan benefits (or rights) that are unpaid (or unexercised) when
the Participant dies. A Beneficiary may be designated only by following the
procedures described in Section 10.02; neither the Company nor the Committee is
required or permitted to infer a Beneficiary from any other source.

     BOARD.  The Company's board of directors.

     CAUSE.  For purposes of this Plan, with respect to any Participant who is
an Employee:

          [1] Any act of fraud, intentional misrepresentation, embezzlement,
     misappropriation or conversion of any Company or Subsidiary asset or
     business opportunity;

          [2] Conviction of, or entering into a plea of nolo contendere to, a
     felony;

          [3] Intentional, repeated or continuing violation of any of the
     Company's policies or procedures that occurs or continues after notice to
     the Participant that he or she has violated a Company policy or procedure;
     or

          [4] Any breach of a written covenant or agreement with the Company or
     any Subsidiary, including the terms of this Plan.

     CODE.  The Internal Revenue Code of 1986, as in effect on the Effective
Date or as amended or superceded after the Effective Date, and any regulations
and applicable rulings issued under the Code.

     COMMITTEE.

          [1] In the case of Awards to Directors, the Board; or

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          [2] In the case of all other Awards, the Board's compensation
     committee which also constitutes a "compensation committee" within the
     meaning of Treas. Reg. sec.1.162-27(c)(4). The Committee will be comprised
     of at least three individuals [a] each of whom must be [i] an outside
     director, as defined in Treas. Reg. sec.1.162-27(e)(3)(i) and [ii] a
     "non-employee director" within the meaning of Rule 16b-3 under the Act and
     [b] none of whom may receive remuneration in any capacity other than as a
     director, except as permitted under Treas. Reg. sec.1.162-27(e)(3)(ii).

     COMPANY.  R.G. Barry Corporation, a corporation organized under the laws of
Ohio, and any successor to it.

     DIRECTOR.  Each member of the Board or of the board of directors of any
Subsidiary who is not an Employee.

     DISABILITY.  A disability as defined in Code sec.22(e)(3).

     EFFECTIVE DATE.  The date this Plan is approved by the Board or, if later,
the first day of the 12-month period ending on the date the Plan is approved by
the shareholders.

     EMPLOYEE.  Any individual who is a common law employee of the Company or of
any Subsidiary. A worker who is classified as other than a common law employee
but who is subsequently reclassified as a common law employee of the Company for
any reason and on any basis will be treated as a common law employee only from
the date of that determination and will not retroactively be reclassified as an
Employee for any purpose of this Plan.

     EXERCISE PRICE.  The price at which a Participant may exercise an Award.

     FAIR MARKET VALUE.  The value of one share of Stock on the relevant date,
determined as follows:

          [1] If the shares are traded on a national securities exchange or
     system, the reported "closing price" on the relevant date, assuming it is a
     trading date; otherwise on the next trading day.

          [2] If the shares are traded over-the-counter with no reported closing
     price, the mean between the lowest bid and the highest asked prices on that
     quotation system on the relevant date assuming it is a trading day;
     otherwise on the next trading day; and

          [3] If neither [1] nor [2] applies, the fair market value as
     determined by the Committee in good faith.

     FREESTANDING SAR.  An SAR that is not associated with an Option and is
granted under Section 6.00.

     GRANT DATE.  The date an Award is granted.

     INCENTIVE STOCK OPTION.  Any Option granted under Section 5.00 that meets
the conditions imposed under Code sec.422(b).

     NONQUALIFIED STOCK OPTION.  Any Option granted under Section 5.00 that is
not an Incentive Stock Option.

     OPTION.  The right granted under Section 5.00 to purchase a share of Stock
at a stated price for a specified period of time. An Option may be either [1] an
Incentive Stock Option or [2] a Nonqualified Stock Option.

     PARTICIPANT.  Any Employee or Director to whom the Committee grants an
Award.

     PLAN.  R.G. Barry Corporation 2002 Stock Incentive Plan.

     PLAN YEAR.  The Company's fiscal year.

     RETIREMENT.  An Employee's Termination of Service that is coincident with
or begins after the date the Employee both reaches age 65 and completes at least
five consecutive years of vesting service as defined in the Company's
tax-qualified defined benefit retirement plan.

     STOCK.  Common shares of the Company.
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     STOCK APPRECIATION RIGHT (OR "SAR").  An Award granted under Section 6.00
that is either a Tandem SAR or a Freestanding SAR.

     SUBSIDIARY.  Any corporation, partnership or other form of unincorporated
entity of which the Company owns, directly or indirectly, 50 percent or more of
the total combined voting power of all classes of stock, if the entity is a
corporation, or of the capital or profits interest, if the entity is a
partnership or another form of unincorporated entity.

     TANDEM SAR.  An SAR that is associated with an Option and which expires
when that Option expires or is exercised, as described in Section 6.00.

     TERMINATION OF SERVICE.  As appropriate, [1] termination of the
employee-employer relationship between a Participant and the Company and all
Subsidiaries for any reason or [2] cessation of a Director's service on the
Board (and the boards of directors of all subsidiaries) for any reason.

                              3.00  ADMINISTRATION

     3.01 COMMITTEE DUTIES. The Committee is granted all powers appropriate and
necessary to administer the Plan. Consistent with the Plan's purpose, the
Committee may adopt, amend and rescind rules and regulations relating to the
Plan, to the extent appropriate to protect the Company's interests, and has
complete discretion to make all other decisions necessary or advisable for the
administration and interpretation of the Plan. Any action by the Committee will
be final, binding and conclusive for all purposes and upon all Participants.

     3.02 DELEGATION OF DUTIES. In its sole discretion, the Committee may
delegate to any individual or entity (including Employees) that it deems
appropriate any of its duties other than those described in Section 3.03[1].

     3.03 PARTICIPATION.

          [1] Consistent with the terms of the Plan, the Committee will:

             [a] Decide which Employees and Directors may become Participants;

             [b] Decide which Participants will be granted Awards;

             [c] Identify the type of Awards to be granted to each Participant;

             [d] Identify the terms and conditions imposed on any Awards
        granted;

             [e] Identify the procedures through which an Award may be
        exercised;

             [f] Identify the circumstances under which the Company may cancel
        an Award or reacquire any Award or shares of Stock acquired through the
        Plan; and

             [g] Impose any other terms and conditions the Committee believes
        are appropriate and necessary to implement the purpose of this Plan.

          [2] The Committee may establish different terms and conditions:

             [a] For each type of Award;

             [b] For Participants receiving the same type of Award; and

             [c] For the same Participant for each Award the Participant
        receives, whether or not those Awards are granted at different times.

          [3] The Committee will prepare and deliver an Award Agreement to each
     Participant with respect to each Award. The Award Agreement will describe:

             [a] The type of Award and when and how it may be exercised;

             [b] The effect of exercising the Award;
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             [c] Any Exercise Price associated with the Award;

             [d] Any conditions that must be met before the Award may be
        exercised;

             [e] When and how the Award may be exercised; and

             [f] Any other applicable terms and conditions applicable to the
        Award.

     3.04 CONDITIONS OF PARTICIPATION. Each Participant receiving an Award
agrees:

          [1] To sign an Award Agreement; and

          [2] To be bound by the terms of the Award Agreement and the Plan.

     3.05 LIMITS ON EXERCISABILITY. Regardless of any other provision of this
Section 3.00 or the Plan, all unexercised Awards granted to a Participant will
be forfeited if that Participant, before his or her Termination of Service or
after Termination of Service but while any Award remains exercisable:

          [1] Without the Committee's written consent, which may be withheld for
     any reason or for no reason, serves (or agrees to serve) as an officer,
     director or employee of any proprietorship, partnership or corporation or
     becomes the owner of a business or a member of a partnership that competes
     with any portion of the Company's (or a Subsidiary's) business or renders
     any service (including business consulting) to entities that compete with
     any portion of the Company's (or a Subsidiary's) business;

          [2] Refuses or fails to consult with, supply information to, or
     otherwise cooperate with, the Company or any Subsidiary after having been
     requested to do so; or

          [3] Deliberately engages in any action that the Committee concludes
     has caused substantial harm to the interests of the Company or any
     Subsidiary.

                          4.00  STOCK SUBJECT TO PLAN

     4.01 NUMBER OF SHARES.

          [1] Subject to Section 4.03, the number of shares of Stock subject to
     Awards under the Plan is 450,000.

          [2] The shares of Stock to be delivered under the Plan may consist, in
     whole or in part, of treasury Stock or authorized but unissued Stock not
     reserved for any other purpose.

     4.02 CANCELLED, TERMINATED OR FORFEITED AWARDS. Any Award that, for any
reason, is cancelled, terminated or otherwise settled without the issuance of
any Stock or cash may again be granted under the Plan.

     4.03 ADJUSTMENT IN CAPITALIZATION. If, after the Effective Date, there is a
Stock dividend or Stock split, recapitalization (including payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders, exchange of shares, or other similar
corporate change affecting Stock, the Committee will appropriately adjust the
number of Awards that may be issued to a Participant in any Plan Year, the
aggregate number of shares of Stock available for Awards under Section 4.01 or
subject to outstanding Awards (as well as any share-based limits imposed under
this Plan) the respective prices and/or limitations applicable to outstanding
Awards and any other affected factor, limit or term applying to Awards.

                                 5.00  OPTIONS

     5.01 GRANT OF OPTIONS. The Committee may grant Options to Participants at
any time during the term of this Plan. Options issued to Employees may be either
[1] Incentive Stock Options or [2] Nonqualified Stock Options.

     5.02 OPTION PRICE. Each Option will bear an Exercise Price that is not less
than the Fair Market Value of a share of Stock on the Grant Date. However, each
Incentive Stock Option granted to a Participant who owns

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[as defined in Code sec.424(d)] Stock possessing more than 10 percent of the
total combined voting power of all classes of Stock will bear an Exercise Price
that is at least 110 percent of the Fair Market Value of a share of Stock on the
Grant Date.

     5.03 EXERCISE OF OPTIONS. Options awarded to a Participant under Section
5.01 may be exercised at the times and subject to the restrictions and
conditions (including a vesting schedule) that the Committee specifies in the
Award Agreement. However:

          [1] An Option may not be exercised for a fraction of a share, although
     this limitation will not be applied to prevent a Participant from acquiring
     the full number of shares of Stock for which Options are then exercisable;

          [2] The Committee may prohibit a Participant from exercising Options
     for fewer than the minimum number of shares specified by the Committee in
     the Award Agreement but only if this prohibition does not prevent a
     Participant from acquiring the full number of shares of Stock for which
     Options are then exercisable; and

          [3] Subject to Section 5.04[4], unless the Committee specifies
     otherwise in the Award Agreement, no Option may be exercised more than 10
     years after it is granted.

     5.04 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to the
contrary:

          [1] No provision of this Plan relating to Incentive Stock Options will
     be interpreted, amended or altered, nor will any discretion or authority
     granted under the Plan be exercised, in a manner that is inconsistent with
     Code sec.422 or, without the consent of any affected Participant, to cause
     any Incentive Stock Option to fail to qualify for the federal income tax
     treatment afforded under Code sec.421;

          [2] The aggregate Fair Market Value of the Stock (determined as of the
     Grant Date) with respect to which Incentive Stock Options are exercisable
     for the first time by any Participant during any calendar year (under all
     option plans of the Company and all Subsidiaries) will not exceed $100,000
     [or the amount specified in Code sec.422(d)];

          [3] No Incentive Stock Option may be granted to any individual who is
     not an Employee; and

          [4] No Incentive Stock Option may be exercised more than 10 years
     after it is granted (five years if the Participant owns [as defined in Code
     sec.424(d)] Stock possessing more than 10 percent of the total combined
     voting power of all classes of Stock).

     5.05 PAYMENT FOR OPTIONS. The Committee will develop procedures through
which a Participant may pay an Option's Exercise Price, including tendering
shares of Stock the Participant already has owned for at least six months,
either by actual delivery of the previously owned shares of Stock or by
attestation, valued at its Fair Market Value on the exercise date, as partial or
full payment of the Exercise Price.

     5.06 RESTRICTIONS ON TRANSFERABILITY. The Committee may impose restrictions
on any shares of Stock acquired through an Option, including restrictions
related to applicable federal securities laws, the requirements of any national
securities exchange or system on which shares of Stock are then listed or
traded, or any applicable blue sky or state securities laws.

                        6.00  STOCK APPRECIATION RIGHTS

     6.01 STOCK APPRECIATION RIGHTS. The Committee may grant Freestanding SARs
and Tandem SARs (or a combination of each) to Participants (other than
Directors) at any time during the term of this Plan.

          [1] The Exercise Price specified in the Award Agreement will:

             [a] In the case of a Freestanding SAR, never be less than 100
        percent of the Fair Market Value of a share of Stock on the Grant Date;
        and

             [b] In the case of a Tandem SAR, never be less than the Exercise
        Price of the related Option.

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<PAGE>

          [2] Tandem SARs may be exercised with respect to all or part of the
     shares of Stock subject to the related Option by surrendering the right to
     exercise the equivalent portion of the related Option. However:

             [a] A Tandem SAR may be exercised only with respect to the shares
        of Stock for which its related Option is then exercisable;

             [b] A Tandem SAR will expire no later than the date the related
        Option expires;

             [c] The value of the payout with respect to a Tandem SAR related to
        an Incentive Stock Option will not be more than 100 percent of the
        difference between the Exercise Price of the related Option and the Fair
        Market Value of the shares of Stock subject to the related Option at the
        time the Tandem SAR is exercised; and

             [d] A Tandem SAR related to an Incentive Stock Option may be
        exercised only if the Fair Market Value of the shares of Stock subject
        to the related Option is greater than the Option's Exercise Price.

          [3] Freestanding SARs will be exercisable subject to the terms
     specified in the Award Agreement.

          [4] A Participant exercising an SAR will receive an amount equal to:

             [a] The difference between the Fair Market Value of a share of
        Stock on the exercise date and the Exercise Price; multiplied by

             [b] The number of shares of Stock with respect to which the SAR is
        exercised.

        At the discretion of the Committee, this amount may be paid in cash,
        shares of Stock or any combination of both.

                      7.00  TERMINATION OF SERVICE/BUY OUT

     7.01 EXERCISE PERIOD. Except as provided in this section (or elsewhere in
the Plan) and unless otherwise specified in the Award Agreement (other than an
Award Agreement or portion of an Award Agreement relating to an Incentive Stock
Option), all Awards that are outstanding (whether or not exercisable) when a
Participant Terminates Service will expire or become exercisable under the terms
of this section:

          [1] Awards issued to Participants who are not Directors:

             [a] Will expire on the earlier of [i] the date the Award expires
        under the terms of the Award Agreement or [ii] three months after the
        date the Participant Terminates Service;

             [b] Will become fully exercisable if a Participant Terminates
        Service because of death or a Participant dies within three months after
        the Participant Terminates Service for any reason other than for Cause
        and will expire on the earlier of [i] the date the Award expires under
        the terms of the Award Agreement or [ii] 12 months after the Participant
        Terminates Service;

             [c] Will become fully exercisable if a Participant Terminates
        Service because of Disability and will expire on the earlier of [i] the
        date the Award expires under the terms of the Award Agreement or [ii] 12
        months after the Participant Terminates Service because of Disability;
        or

             [d] That [i][A] are not Incentive Stock Options and [B] were
        granted [I] before the Participant's 65th birthday or [II] after the
        Participant's 65th birthday but at least 12 months before the
        Participant Terminates Service, [ii] will become fully exercisable on
        the date the Participant Terminates Service because of Retirement and
        [iii] will expire on the earlier of [A] the date the Award expires under
        the terms of the Award Agreement or [B] 12 months after the date the
        Participant Terminates Service because of Retirement.

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<PAGE>

          [2] Awards issued to Directors:

             [a] Will expire on the earlier of [i] the date the Award expires
        under the terms of the Award Agreement or [ii] three months after the
        date the Director Terminates Service;

             [b] Will become fully exercisable if the Director Terminates
        Service because of death and will expire on the earlier of [i] the date
        the Award expires under the terms of the Award Agreement or [ii] 12
        months after the Director Terminates Service;

             [c] Will become fully exercisable if the Director Terminates
        Service because of Disability and will expire on the earlier of [i] the
        date the Award expires under the terms of the Award Agreement or [ii] 12
        months after the Director Terminates Service because of Disability.

     Unless otherwise specified in the Award Agreement, and regardless of any
other Plan provision, all Awards (whether or not then exercisable) granted to a
Participant whose Termination of Service is for Cause will be forfeited on the
date that Participant Terminates Service for Cause.

     7.02 BUY OUT OF AWARDS. At any time, the Committee, in its sole discretion
and without the consent of the Participant, may cancel any or all outstanding
Awards held by that Participant by providing to that Participant written notice
("Buy Out Notice") of its intention to exercise the rights reserved in this
section. If a Buy Out Notice is given, the Company also will pay to each
affected Participant the difference between [1] the Fair Market Value of each
Award (or portion of an Award) to be cancelled and [2] the Exercise Price
associated with each cancelled Award. However, unless otherwise specified in the
Award Agreement, no payment will be made with respect to any Awards that are not
exercisable when cancelled under this section. The Company will complete any buy
out made under this section as soon as administratively possible after the date
of the Buy Out Notice. At the Committee's option, payment of the buy out amount
may be made in cash, in whole shares of Stock or partly in cash and partly in
shares of Stock. The number of whole shares of Stock, if any, included in the
buy out amount will be determined by dividing the amount of the payment to be
made in shares of Stock by the Fair Market Value as of the date of the Buy Out
Notice.

                  8.00  MERGER, CONSOLIDATION OR SIMILAR EVENT

     If [1] the Company undergoes a merger or consolidation of the Company or
reclassification of Stock or the exchange of Stock for the securities of another
entity (other than a Subsidiary) that has acquired the Company's assets or which
is in control [as defined in Code sec.368(c)] of an entity that has acquired the
Company's assets and [2] the terms of that plan or agreement are binding on all
holders of Stock (except to the extent that dissenting shareholders are entitled
to relief under applicable law), then [3] Awards will become fully exercisable,
all restrictions will lapse and each affected Participant will receive, upon
payment of the Exercise Price, if applicable, securities or cash, or both, equal
to those the Participant would have been entitled to receive under the plan or
agreement if the Participant had already exercised the Award.

             9.00  AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

     The Board or the Committee may terminate, suspend or amend the Plan at any
time without shareholder approval except to the extent that shareholder approval
is required to satisfy applicable requirements imposed by [1] Rule 16b-3 under
the Act, or any successor rule or regulation, [2] applicable requirements of the
Code or [3] any securities exchange, market or other quotation system on or
through which the Company's securities are listed or traded. Also, no Plan
amendment may [4] result in the loss of a Committee member's status as a
"non-employee director" as defined in Rule 16b-3 under the Act, or any successor
rule or regulation, with respect to any employee benefit plan of the Company,
[5] cause the Plan to fail to meet requirements imposed by Rule 16b-3 or [6]
without the consent of the affected Participant, adversely affect any Award
issued before the amendment, modification or termination. However, nothing in
this section will restrict the Committee's right to exercise the discretion
retained in Section 7.02.

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                              10.00  MISCELLANEOUS

     10.01 ASSIGNABILITY. Except as provided in this section, an Award may not
be transferred except by will or applicable laws of descent and distribution
and, during the Participant's lifetime, may be exercised only by the Participant
or the Participant's guardian or legal representative. However, with the
Committee's written consent (which may be withheld for any reason or for no
reason), a Participant or a specified group of Participants may transfer Awards
(other than Incentive Stock Options) to a revocable inter vivos trust, of which
the Participant is the settlor, or may transfer Awards (other than Incentive
Stock Options) to any member of the Participant's immediate family, any trust,
whether revocable or irrevocable, established solely for the benefit of the
Participant's immediate family, or any partnership or limited liability company
whose only partners or members are members of the Participant's immediate family
("Permissible Transferees"). Any Award transferred to a Permissible Transferee
will continue to be subject to all of the terms and conditions that applied to
the Award before the transfer and to any other rules prescribed by the
Committee. A Permissible Transferee may subsequently transfer an Award but only
to another Permissible Transferee and only after complying with the terms of
this section as if the Permissible Transferee was a Participant.

     10.02 BENEFICIARY DESIGNATION. Each Participant may name a Beneficiary or
Beneficiaries (who may be named contingently or successively) to receive or to
exercise any vested Award that is unpaid or unexercised at the Participant's
death. Each designation made will revoke all earlier designations made by the
same Participant, must be made on a form prescribed by the Committee and will be
effective only when filed in writing with the Committee. If a Participant has
not made an effective Beneficiary designation, the deceased Participant's
Beneficiary will be his or her surviving spouse or, if there is no surviving
spouse, the deceased Participant's estate.

     10.03 NO GUARANTEE OF EMPLOYMENT OR PARTICIPATION. Nothing in the Plan may
be construed as:

          [1] Interfering with or limiting the right of the Company or any
     Subsidiary to terminate any Participant's employment at any time;

          [2] Conferring on any Participant any right to continue as an Employee
     or a Director;

          [3] Guaranteeing that any Employee will be selected to be a
     Participant; or

          [4] Guaranteeing that any Participant will receive any future Awards.

     10.04 TAX WITHHOLDING. The Company will withhold from other amounts owed to
a Participant, or require the Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local withholding tax requirements on
any Award, exercise or cancellation of an Award or purchase of shares of Stock.
If these amounts are not to be withheld from other payments due to the
Participant, the Company will defer payment of cash or issuance of shares of
Stock until the earlier of:

          [1] Thirty days after the settlement date; or

          [2] The date the Participant remits the required amount.

     If the Participant has not remitted the required amount, the Company will
permanently withhold from the value of the Awards to be distributed the minimum
amount required to be withheld to comply with applicable federal, state and
local income, wage and employment taxes and distribute the balance to the
Participant.

     In its discretion, the Committee may allow a Participant to elect, subject
to conditions the Committee establishes, to reimburse the Company for this
withholding obligation through one or more of the following methods:

          [3] By having shares of Stock otherwise issuable under the Plan
     withheld by the Company (but only to the extent of the minimum amount that
     must be withheld to comply with applicable state, federal and local income,
     employment and wage tax laws);

          [4] By delivering, including by attestation, to the Company previously
     acquired shares of Stock that the Participant has owned for at least six
     months;
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          [5] By remitting cash to the Company; or

          [6] By remitting a personal check immediately payable to the Company.

     10.05 INDEMNIFICATION. Each individual who is or was a member of the
Committee or of the Board will be indemnified and held harmless by the Company
against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by him or her in connection with or resulting from any
claim, action, suit or proceeding to which he or she may be made a party or in
which he or she may be involved by reason of any action taken or failure to take
action under the Plan as a Committee member and against and from any and all
amounts paid, with the Company's approval, by him or her in settlement of any
matter related to or arising from the Plan as a Committee member; or paid by him
or her in satisfaction of any judgment in any action, suit or proceeding
relating to or arising from the Plan against him or her as a Committee member,
but only if he or she gives the Company an opportunity, at its own expense, to
handle and defend the matter before he or she undertakes to handle and defend it
in his or her own behalf. The right of indemnification described in this section
is not exclusive and is independent of any other rights of indemnification to
which the individual may be entitled under the Company's organizational
documents, by contract, as a matter of law, or otherwise.

     10.06 NO LIMITATION ON COMPENSATION. Nothing in the Plan is to be construed
to limit the right of the Company to establish other plans or to pay
compensation to its employees or Directors in cash or property, in a manner not
expressly contemplated by the Plan.

     10.07 REQUIREMENTS OF LAW. The grant of Awards and the issuance of shares
of Stock will be subject to all applicable laws, rules and regulations and to
all required approvals of any governmental agencies or national securities
exchange, market or other quotation system. Also, no shares of Stock will be
issued under the Plan unless the Company is satisfied that the issuance of those
shares of Stock will comply with applicable federal and state securities laws.
Certificates for shares of Stock delivered under the Plan may be subject to any
stock transfer orders and other restrictions that the Committee believes to be
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange or other recognized market or
quotation system upon which the Stock is then listed or traded, or any other
applicable federal or state securities law. The Committee may cause a legend or
legends to be placed on any certificates issued under the Plan to make
appropriate reference to restrictions within the scope of this section.

     10.08 TERM OF PLAN. The Plan will be effective upon its adoption by the
Board and approval by the affirmative vote of the holders of a majority of the
shares of voting stock present in person or represented by proxy at the first
Annual Meeting occurring after the Board approves the Plan. Subject to Section
9.00, the Plan will continue until the tenth anniversary of the date it is
adopted by the Board or approved by the Company's shareholders, whichever is
earliest.

     10.09 GOVERNING LAW. The Plan and all related agreements will be construed
in accordance with and governed by the laws (other than laws governing conflicts
of laws) of the United States and of the State of Ohio.

                                       A-9
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>





















                             DETACH PROXY CARD HERE

-------------------------------------------------------------------------------




<TABLE>

<S>     <C>                                     <C>                              <C>                   <C>         <C>          <C>
[  ]   PLEASE FILL IN, SIGN, DATE              [X]
       AND RETURN PROMPTLY           VOTES MUST BE INDICATED
       USING THE ENCLOSED           (X) IN BLACK OR BLUE INK.
       ENVELOPE.

1. Election of directors                                                                                 FOR     AGAINST    ABSTAIN
                                                                        2.    Approval of the R. G.      [  ]     [  ]       [  ]
FOR ALL [  ]    WITHHOLD FOR ALL [  ]      *EXCEPTIONS  [  ]                  Barry Corporation 2002
                                                                              Stock Incentive Plan.
Nominees: Gordon Zacks           Roger E. Lautzenhiser
Christian Galvis                 William Lenich                         3.   In their discretion, the individuals designated to vote
                                                                             this proxy are authorized to vote upon such other
*(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY                        matters (none known at the time of solicitation of this
INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND STRIKE A                   proxy) as may properly come before the Annual Meeting
LINE THROUGH THAT NOMINEE'S NAME.)                                           or any adjournment.

                                                                           To change your address, please mark this box.      [  ]





                                                                                          S C A N   L I N E

                                                                         ----------------------------------------------------------

                                                                        Please sign exactly as your name appears hereon. When common
                                                                        shares are registered in two names, both shareholders should
                                                                        sign. When signing as attorney, executor, administrator,
                                                                        guardian or trustee, please give full title as such. If
                                                                        shareholder is a corporation, please sign in full corporate
                                                                        name by President or other authorized officer. If
                                                                        shareholder is a partnership or other entity, please sign in
                                                                        entity name by authorized person. (Please note any change of
                                                                        address on this proxy card.)

                                                                           Date   Shareholder sign here    Co-Shareholder sign here

                                                                           ----   ---------------------    ------------------------


</TABLE>
<PAGE>






















-------------------------------------------------------------------------------

                  R. G. BARRY CORPORATION
          PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                 TO BE HELD ON MAY 9, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



     The undersigned holder(s) of common shares of R. G. Barry Corporation (the
"Company") hereby constitutes and appoints Gordon Zacks and Daniel D. Viren, or
either of them, the proxy or proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the Company to be
held on Thursday, May 9, 2002, at the Company's executive offices, 13405
Yarmouth Road N.W., Pickerington, Ohio, at 11:00 a.m., Local time and any
adjournment, and to vote all of the common shares which the undersigned is
entitled to vote at such Annual Meeting or at any adjournment.

     WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY
WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS
INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE NOMINEES LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY AND
FOR PROPOSAL NO. 2. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN
THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE
COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE
INDIVIDUALS DESIGNATED TO VOTE THE PROXY ON SUCH MATTERS OR FOR SUCH SUBSTITUTE
NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.

     All proxies previously given or executed
by the undersigned are hereby revoked. The
undersigned acknowledges receipt of the
accompanying Notice of Annual Meeting of
Shareholders and Proxy Statement for the May          R. G. BARRY CORPORATION
9, 2002 meeting and Annual Report to                  P.O. BOX 11154
Shareholders for the fiscal year ended                NEW YORK, N.Y. 10203-0154
December 29, 2001.






            (Continued, and to be executed and dated on other side.)

</TEXT>
</DOCUMENT>
</SUBMISSION>
