8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
March 3, 2005 (February 25, 2005)

United Retail Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation 00019774
(Commission
File Number) 51-0303670
(IRS Employer
Identification No.)

365 West Passaic Street, Rochelle Park, NJ
(Address of principal executive offices) 07662
(Zip Code)

Registrant's telephone number including area code: (201) 845-0880

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry Into A Material Definitive Agreement.

(a)   Incentive Compensation Plan

The Incentive Compensation Plan of United Retail Group, Inc. (the “Company”) is a program with a long history that provides a group of key executives of the Company and its subsidiaries with an opportunity in each six-month season to earn extra cash remuneration based on attainment of targets for improvements in the operating profit and loss (“P&L”) of the Company on a consolidated basis or of the business activity in which the participant is principally engaged.

Participants in the Incentive Compensation Plan include all five executive officers of the Company named in the Company’s 2004 Proxy Statement and expected to be named in the Company’s 2005 Proxy Statement (such five officers are listed below and are referred to as the “Named Executive Officers”) and all officers of the Company’s subsidiaries.

Each participant has been assigned an individual participation percentage based, among other things, on the participant’s responsibilities and past performance. Seasonal operating P&L targets for the current season for the Company on a consolidated basis and for certain discrete business activities have been established. The targets have been assigned percentages ranging from 20% for the lowest acceptable amount of operating P&L to 200% at and above the highest amount. (The targets assigned 100% are referred to as “Median Targets.”) There is no payout if the target assigned 20% is missed.

The amount of an IC award is the product of a participant’s seasonal base salary multiplied by the participant’s participation percentage multiplied by the target percentage achieved.

The Incentive Compensation Plan is a material agreement that may be deemed to have been amended by the routine adoption of updated new targets thereunder for the current season.

On February 24, 2005, the Compensation Committee recommended operating P&L amounts as the seasonal Median Targets for the six-month period ending July 30, 2005 under the Incentive Compensation Plan.

The Median Targets recommended by the Compensation Committee were approved by the Company’s Board, with Directors who are employed by the Company abstaining from the vote, on February 25, 2005.

Also, the Compensation Committee recommended, and the Board approved, minimum levels of performance based upon operating P&L amounts lower than the Median Targets and maximum levels of performance based upon operating P&L amounts higher than the Median Targets.

The above summary description of the Incentive Compensation Plan is qualified in its entirety by reference to the more complete description contained in the Incentive Compensation Plan Agreement, which is an exhibit to this Report.

The Named Executive Officers and the range of incentive compensation awards available to each, as a percentage of seasonal base salary, depending on how much operating P&L for the season exceeds the minimum performance thresholds established by the Board, are:

Name	Below Minimum Performance Level	At Maximum Performance Level	Spring 2005 Seasonal Salary
Raphael Benaroya Chairman, Chief Executive Officer and President	0%	120%	$295,000
George R. Remeta Vice Chairman and Chief Administrative Officer	0%	100%	$259,500
Paul D. McFarren Senior Vice President - Chief Information Officer	0%	60%	$155,000
Kenneth P. Carroll Senior Vice President - General Counsel	0%	80%	$154,450
Jon Grossman Vice President-Finance	0%	50%	$92,500

The ranges of incentive compensation awards available to Messrs. Benaroya, Remeta and Carroll, respectively, set forth in the table above are fixed in their Employment Agreements with the Company, dated September 3, 2004 (the “Employment Agreements”). The Employment Agreements had been recommended by the Compensation Committee and approved by the Board, with Messrs. Benaroya and Remeta abstaining from the vote. The ranges available to Messrs. McFarren and Grossman were recommended by the Compensation Committee on February 24, 2005 and approved by the Board on February 25, 2005.

The actual incentive award is to be determined based solely upon the achievement of those pre-set operating P&L targets. No awards can be paid out under the Incentive Compensation Plan if operating P&L performance does not reach the minimum levels of performance established by the Board (no awards were paid to any of the Named Executive Officers under the Incentive Compensation Plan during the last six seasons because minimum levels of performance were not achieved) except to new officers, as part of their hiring packages. As part of hiring packages for two new officers of subsidiaries of the Company, a total of $47,625 in incentive compensation was guaranteed in advance and paid in Fiscal 2004.

The executive officers of the Company’s subsidiaries also participate in the Incentive Compensation Plan. Management does not believe that aggregate maximum incentive compensation awards to subsidiaries’ officers would be material in the context of what the Company’s financial position would be after theoretically having achieved the related maximum levels of operating P&L.

(b)   Cost of Living Adjustment Waiver by Mr. Benaroya

Under the Employment Agreements, annual base salaries for Fiscal 2005 are approximately $711,000 for Mr. Benaroya, $519,000 for Mr. Remeta and $309,000 for Mr. Carroll. However, Mr. Benaroya has drawn or deferred salary at a total annual rate of only $590,000, while reserving the right to increase his salary prospectively to the base salary payable under the terms of his Employment Agreement. Under the Employment Agreements and predecessor contracts, annual base salaries are adjusted for increases in the cost of living (“COLA”). From Fiscal 1999 through Fiscal 2004, however, Mr. Benaroya waived payment of a total of approximately $506,000 due him under contractual terms for COLA in base salary, incentive compensation and Supplemental Retirement Savings Plan contributions by the Company.

(c)   2005 Tandem Bonus Plan

On February 24, 2005, the Compensation Committee recommended and, on February 25, 2005, the Board of Directors approved the Company’s 2005 Tandem Bonus Plan.

The 2005 Tandem Bonus Plan provides for annual awards for successfully completing individual projects assigned to each participant by the Company’s Chief Executive Officer or attaining targeted operational metrics, with the amount of the award to be set off against any incentive compensation earned by the participant under the Incentive Compensation Plan. For the most part, participants are operational support executives rather than those managing profit centers. (No bonus awards under a similar plan were made with respect to Fiscal 2004 by the Compensation Committee.) The forgoing summary description of the 2005 Tandem Bonus Plan is qualified in its entirety by reference to the 2005 Tandem Bonus Plan Agreement, which is an exhibit to this Report.

Messrs.     McFarren and Grossman are participants in the 2005 Tandem Bonus Plan. (The other Named Executive Officers, namely, Messrs. Benaroya, Remeta and Carroll, are not eligible to participate.) The maximum bonus award available to each, as a percentage of annual base salary, depending on the degree of completion of his assigned projects is: Mr. McFarren 12% and Mr. Grossman 10%.

(d)   Discretionary Merit Bonus Awards

Tandem Bonus Plan awards, as described in the preceding section, are made with reference to assigned projects or operational targets during a 12-month period. Separately, discretionary merit bonus awards may also be available upon completion of major multi-year projects and for initiatives on the part of associates that involved outstanding creativity or innovation and resulted in significant gains for the Company. Discretionary merit bonus awards are retrospective and not part of any benefit plan. On February 24, 2005, the Compensation Committee recommended and, on February 25, 2005, the Board of Directors approved, discretionary merit bonus awards to Mr. McFarren in the amount of $20,000 and to Messrs. Carroll and Grossman, in the amount of $10,000 each. The activities that merited discretionary bonuses were in the areas of customer relationship management for Mr. McFarren, federal tax refunds for Mr. Carroll and proprietary credit cards for Mr. Grossman. In addition, a total of $25,000 was awarded to three officers of subsidiaries of the Company.

(e)   Retirement Savings Plans

The Company has a profit-sharing plan qualified under the Code, the Retirement Savings Plan (the “RSP”), in which all associates who have completed one year of service are eligible to participate. Each participant is entitled to direct that a contribution of 1%, 2% or 3% of his compensation be made under the RSP as a basic contribution that reduces his compensation under the Code. (For Mr. Benaroya, the percentage is applied to his contractual rate of base salary, currently $711,000, regardless of whether he draws or defers a lesser amount.) For each participant who makes a basic contribution, the Company makes a matching cash contribution equal to one-half of the basic contribution, provided, however, that in no event shall the matching contribution for a participant exceed certain maximum limits imposed by governmental regulations applicable to qualified plans. All contributions made by the Company are for the exclusive benefit of participants and vest incrementally after specified years of service with the Company.

The Company also has a nonqualified supplemental retirement plan (the “SRSP”), which is a material agreement. Under the SRSP, the Company makes cash contributions to a separate trust fund equal to the amount of contributions that it otherwise would have made pursuant to the terms of the RSP but which were disallowed by governmental regulations limiting contributions to qualified plans. The Company also makes cash retirement contributions to the trust fund under the SRSP equal to 6% of each participant’s salary and bonus (“Retirement Contributions”), provided, however, that retirement contributions to the SRSP are limited to employees who earn $100,000 per annum or more and who were employed by the Company before 1993. All five Named Executive Officers participate in the SRSP and all are beneficiaries of Retirement Contributions under the SRSP except Mr. McFarren. The foregoing summary description of the SRSP is qualified in its entirety by reference to the SRSP, which is an exhibit to this Report.

On February 24, 2005, the Compensation Committee recommended and, on February 25, 2005, the Board of Directors approved, an amendment to the SRSP to conform its provisions to the American Jobs Creation Act of 2004. The amendment, which took effect at January 1, 2005, is an exhibit to this Report.

(f)   Severance Pay Agreements

In order to provide reliable formal assurances of severance pay in the event of termination of employment without cause and to give appropriate recognition to those with long tenure, the Company entered into Severance Pay Agreements on September 9, 2004 with Messrs. McFarren and Grossman and with the officers of its subsidiaries. The purpose of the Severance Pay Agreements is to give officers without the protection of employment agreements an incentive to remain in the Company’s employ.

All Severance Pay Agreements provide that, in the event employment is terminated without cause, the officer will receive severance pay equivalent to 26 weeks’ base pay plus an additional week’s pay for each year of service over 10 years with the Company and its predecessor.

On February 24, 2005, the Compensation Committee recommended, and on February 25, 2005, the Board approved increases in the base pay rate for Mr. McFarren to $310,000 per annum and for Mr. Grossman to $185,000 per annum. Their higher base pay rate increased the benefit payable to them under their Severance Pay Agreements. Increases in the rate of base pay were also approved for certain officers of the Company’s subsidiaries but management does not believe that the increases or their effect on severance pay were material.

(g)   Directors’ Meeting Fees

It was the Company’s policy that each Director who is not employed by the Company receives $4,000 for each Board meeting that he attends, $1,000 for each additional day on which he attends one or more committee meetings and an extra $1,000 if he chairs a committee meeting on that day.

On February 24, 2005, the Compensation Committee recommended and on February 25, 2005, the Board approved an amendment of the Director fee policy to the effect that per diem fees shall also be payable for chairing and attending committee meetings that take place on the same day as a Board meeting. The new fees took effect prospectively, starting February 25, 2005.

The scope of fees was increased on the recommendation of a nationally recognized compensation consulting firm in recognition of the additional time now being devoted to preparation for committee meetings.

(h)   Directors’ Stock Appreciation Rights

Under stockholder approved stock option plans, each Director not employed by the Company has annually received an award of nonqualified options to purchase shares of Common Stock exercisable at the market price on the date of grant for a term of 10 years. Each option becomes exercisable as to 20% of the shares on completion of each full year of service as a Director after the date of grant, provided, however, that each option becomes fully exercisable in the event that the Company enters into certain transactions, including certain mergers or the sale of all or substantially all of the Company’s assets, and becomes fully exercisable upon retirement from the Board in the discretion of the Compensation Committee. Commencing in Fiscal 2003, the option granted to each nonmanagement Director has been for 5,000 shares.

In addition, each nonmanagement Director has received an annual award under the Company’s Stock Appreciation Rights (“SAR”) Plan that provides for cash payments by the Company when the Director exercises stock options granted in the same year and receives shares of Common Stock. For options that have been granted to date, each payment will be an amount equivalent to the equity in the corresponding option that is being exercised, that is, the excess of the then current market price of the shares issued over (i) the exercise price paid by the Director plus (ii) related withholding taxes, if any.

On February 24, 2005, the Compensation Committee recommended and on February 25, 2005, the Board approved an increase in the size of the payment under the SAR Plan to an amount equivalent to twice the equity in the corresponding option that is being exercised. The increase in the size of the payment under the SAR Plan will take effect prospectively with respect to future stock option grants. The increase is subject to review by the Company’s pension counsel for compliance with the American Jobs Creation Act of 2004. The increase in the size of the payment under the SAR Plan was made on the recommendation of a nationally recognized compensation consulting firm based on comparative compensation data.

Item 9.01   Financial Statements and Exhibits.

Exhibit No.	Description
10.1	2005 Incentive Compensation Plan Agreement form
10.2	2005 Tandem Bonus Plan Agreement
10.3	Supplemental Retirement Savings Plan
10.4	Amendment to Supplemental Retirement Savings Plan
10.5	Stock Appreciation Rights Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 3, 2005 UNITED RETAIL GROUP, INC.
(Registrant)
By: /s/ GEORGE R. REMETA
Chief Administrative Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	2005 Incentive Compensation Plan Agreement form
10.2	2005 Tandem Bonus Plan Agreement
10.3	Supplemental Retirement Savings Plan
10.4	Amendment to Supplemental Retirement Savings Plan
10.5	Stock Appreciation Rights Plan

EX-10

Exhibit 10.1

UNITED RETAIL INCORPORATED
2005 INCENTIVE COMPENSATION PLAN AGREEMENT

The annual Incentive Compensation (“IC”) Plan has been extended through fiscal 2005. IC provides a select group of executives of United Retail Incorporated (the “Company”) with an opportunity each season to earn substantial extra cash remuneration based on attainment of targets for improving either operating income (loss) of United Retail Group, Inc. on a consolidated basis for certain participants or of the discrete business activity in which certain other participants are principally engaged.

Each participant has been assigned an individual participation percentage based, among other things, on the participant’s responsibilities and past performance. Further, seasonal operating income (loss) targets have been established by the Board of Directors on the recommendation of the Compensation Committee. The targets have been assigned percentages ranging from 20% for the lowest acceptable amount of operating income (loss) to 200% at and above the highest amount. There will be no payout if the 20% target is missed.

The amount of an IC award is the product of seasonal base salary multiplied by the participant’s participation percentage multiplied by the applicable target percentage achieved. For example, an associate with a seasonal salary of $60,000 ($120,000 per annum) and a participation percentage of 20% would receive $2,400 if the 20% target is met and $14,400 if the 120% target is met. The target percentages achieved will be determined by the Chief Financial Officer, whose good faith determination shall be binding on participants.

In compliance with the law, IC awards are subject to withholding taxes and deductions for contributions to the Retirement Savings Plan and, if available, the Supplemental Retirement Savings Plan.

IC awards will vest three weeks after the meeting at which the Audit Committee of the Board of Directors of United Retail Group, Inc. first reviews the consolidated financial statements for a season. (Prior to that time, the Company has the legal right to cancel the entire program without notice for any reason without incurring any liability.) An associate must be in the Company’s employ on that date, and must return to work if on vacation or leave on that date, in order to receive an IC payout.

Participation in the IC Plan confers no right to continued employment. Employment remains “at will” and may be terminated without cause at any time by the associate or by the Company, without any entitlement to future payment of IC.

_________________

(over)

Please acknowledge that you have read and understood and accept the above terms and conditions that will apply during fiscal 2005 by dating and signing the attached copy and returning it to the Associate Services Department.

Only associates who sign and return the attached copy may participate in the 2005 IC Plan.

Dated: March ___, 2005 ____________________
(please sign your name)

____________________
(plese print your name)

2005 IC Program Restated

EX-10

Exhibit No. 10.2

UNITED RETAIL GROUP, INC.
2005 TANDEM BONUS PLAN AGREEMENT

The annual Tandem Bonus Plan that supplements the United Retail Group, Inc. Incentive Compensation (“IC”) Plan has been extended through fiscal 2005. Selected Senior Vice Presidents, Vice Presidents and Directors whose activities support product directors, planners, designers, marketing executives, and sales executives of the business have been named as participants.

The purpose of the 2005 Tandem Bonus Plan is to provide appropriate financial incentives to key executives whose support of the other executives who drive sales is essential to the success of the business.

The 2005 Tandem Bonus Plan shall operate in the following manner.

• The Chairman of the Board of United Retail Group, Inc. and his designees shall assign operational performance goals and projects for fiscal 2005 to each participant; all performance goals and projects shall have measurable completion criteria and fixed deadlines.
• The Chairman shall be authorized in his sole discretion to make cash bonus awards with respect to the fiscal year to participants who successfully achieve their assigned performance goals and complete projects on time.
• The amount of each award shall reflect, among other things, the difficulty of the performance goals achieved and the projects completed, the degree of success, the positive effect on annual consolidated operating income (loss) and the general job performance of the participant.
• The merit bonus award to each participant for fiscal 2005 shall not exceed the remainder of (i) the equivalent of the amount that would be payable to the participant under the 2005 IC Plan in the event 40% of the 100% target operating income (loss) is achieved in both seasons in the fiscal year, minus (ii) the amount actually paid to the participant for both seasons under the 2005 IC Plan, either in accordance with its terms or as a guaranteed minimum payment as part of a hiring package for a newly employed participant. (For example, if two seasonal IC payouts are actually made based on achieving the 20% operating income (loss) target, the maximum annual merit bonus to a participant would be equal to the two IC payouts combined.)
• Merit bonus awards shall be subject to withholding taxes.
• Merit bonus awards will vest on the first business day after the Audit Committee of the Board of Directors of United Retail Group, Inc. reviews the consolidated financial statements for fiscal 2005. (Prior to that time, the Company has the legal right to cancel the entire program without notice for any reason without incurring any liability.) An associate must be in the Company's employ on that date, and must return to work if on vacation or leave on that date, in order to receive a merit bonus.

Participation in the Tandem Bonus Plan confers no right to continued employment. Employment remains “at will” and may be terminated without cause at any time by the associate or by the Company, without any entitlement to future payment of a bonus.

Please acknowledge that you have read and understood and accept the above terms and conditions that will apply during fiscal 2005 by dating and signing the attached copy and returning it to the Associates Services Department.

Only associates who sign and return the attached copy may participate in the 2005 Tandem Bonus Plan.

Dated: March ___, 2005 ____________________
(please sign your name)

____________________
(please print your name)

KPC:jmt

EX-9

Exhibit No. 10.3

UNITED RETAIL GROUP
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
(1997 Restatement)

TABLE OF CONTENTS

			Page
Section 1.		Definitions	1
Section 2.		Participation	5
	2.1	Eligibility	5
	2.2	Waiver of Participation	6
	2.3	Change in Status	6
	2.4	Omission of Eligible Associate	6
	2.5	Inclusion of Ineligible Associate	6
Section 3.		Contributions	6
	3.1	Supplemental Savings Contributions	6
	3.2	Supplemental Matching Contributions	7
	3.3	Transitional Contributions	7
	3.4	Crediting of Contributions	8
Section 4.		Investment of Accounts	8
	4.1	Investment Direction	8
	4.2	Investment Funds	9
	4.3	Investment Managers	9
Section 5.		Valuations and Crediting	9
	5.1	Valuations	9
	5.2	Credits to and Charges Against Accounts	9
	5.3	Expenses	10
Section 6.		Vesting and Separation from Service	10
	6.1	Vested Percentage	10
	6.2	Forfeiture and Restoration	10
	6.3	Effect of Breaks in Service on Vesting	10
	6.4	Amendments to Vesting Schedule	11
Section 7.		Benefits	11
	7.1	Forms of Benefit Payments	11
	7.2	Retirement Benefit	11
	7.3	Death Benefit	11
	7.4	Beneficiary Designation	11
	7.5	In-Service Distributions	12
	7.6	Post-Distribution Credits	12
	7.7	Prevention of Escheat	12
	7.8	Payments on Taxability	13
	7.9	Withholding	13
Section 8.		The Administrative Committee	13
	8.1	Appointment and Tenure	13
	8.2	Meetings; Majority Rule	13
	8.3	Delegation	13
	8.4	Reporting and Disclosure	14
	8.5	Construction of the Plan	14
	8.6	Engagement of Assistants and Advisors	14
	8.7	Compensation	14
	8.8	Indemnification of the Administrative Committee	14
Section 9.		Authority and Responsibilities of the Company	15
Section 10.		Claims Procedures	15
	10.1	Application for Benefits	15
	10.2	Appeals of Denied Claims for Benefits	15
	10.3	Review of Decisions	16
Section 11.		Amendment, Termination, Mergers and Consolidations	16
	11.1	Amendment	16
	11.2	Termination	16
	11.3	Permanent Discontinuance of Contributions	17
	11.4	Suspension of Employer Contributions	17
Section 12.		Participating Employers	17
	12.1	Adoption by Other Corporations	17
	12.2	Requirements of Participating Employers	17
	12.3	Designation of Agent	17
	12.4	Associate Transfers	17
	12.5	Discontinuance of Participation	18
	12.6	Administrative Committee's Authority	18
Section 13.		Miscellaneous Provisions	18
	13.1	Nonalienation of Benefits	18
	13.2	No Contract of Employment	18
	13.3	Severability	18
	13.4	Successors	18
	13.5	Captions	18
	13.6	Gender and Number	19
	13.7	Controlling Law	19
	13.8	Title to Assets	19
	13.9	Payments to Minors, Etc.	19
	13.10	Acknowledgements	19
	13.11	Entire Agreement; Successors	19
	13.12	Tax Effects	20

UNITED RETAIL GROUP

SUPPLEMENTAL RETIREMENT SAVINGS PLAN

(1997 Restatement)

WHEREAS, United Retail Group, Inc., a Delaware corporation (the “Company”), maintains the United Retail Group Retirement Savings Plan (the “Qualified Plan’) for the benefit of its eligible associates; and

WHEREAS, the Company established the United Retail Group Supplemental Retirement Savings Plan (the “Plan”) to allow certain associates who are members of a select group of highly compensated or management employees under Title I of ERISA to receive benefits equal to the benefits they would have been entitled to receive under the Qualified Plan if such benefits were not limited by Sections 401(a)(17), 402(g) and 415 of the Code and the nondiscrimination requirements of Sections 401(k) and 401(m) of the Code; and

WHEREAS, the Company wishes to amend the Plan;

NOW, THEREFORE, effective January 1, 1997, the Company amends and restates the Plan to provide as follows:

Section 1 Definitions. The following terms will have the meanings assigned in this Section, which will be equally applicable to the singular and plural forms of such terms, unless the context requires otherwise, when used in this Plan;

“Account means the account maintained for a Participant under the Plan. A Participant’s Account will consist of his or her Supplemental Savings and Supplemental Matching Accounts, plus investment earnings, if any, credited to those Accounts.

“Administrative Committee” means the Supplemental Retirement Savings Plan Committee appointed by the Company under the Plan or, in the absence of such appointment, the Company.

“Affiliate” means any Employer and any entity if such entity, with the Employer, constitutes (a) a controlled group of corporations (within the meaning of Section 414(b) of the Code), (b) a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code), (c) an affiliated service group (within the meaning of Section 414(m) of the Code), or (d) a group of entities required to be aggregated pursuant to Section 414(o) of the Code and the regulations thereunder.

“Associate” means any person employed by the Employer in a category of employment designated by the Employer as eligible for participation in the Plan other than a person who is (a) described in Section 410(b)(3)(A) of the Code and with respect to whom inclusion in this Plan has not been provided for in the collective bargaining agreement setting forth his or her terms and conditions of employment, (b) described in Section 410(b)(3)(C) of the Code, or (c) a leased employee.

“Beneficiary” means the beneficiary under the Plan of any deceased Participant.

“Board of Directors” means the board of directors of the Company.

“Break in Service” means a Plan Year in which a person not employed by an Affiliate on the last day of the Plan Year does not have at least 500 Hours of Service. If an Associate is absent from work for any period by reason of pregnancy, the birth or placement for adoption of a child, or for caring for a child for a period immediately following the birth or placement, then for purposes of determining whether a Break in Service has occurred (and not for purpose of determining Years of Eligibility Service and Years of Vesting Service) such Associate will be credited with the Hours of Service which otherwise normally would have been credited to such Associate, or, if the Administrative Committee is unable to determine the number of such Hours of Service, eight Hours of Service for each day of such absence, not to exceed 501 Hours. The Hours of Service credited to an Associate under this definition will be treated as Hours of Service in the Plan Year in which the absence from work begins, if the Associate would be prevented from incurring a Break in Service in such year solely because of such Hours of Service or, in any other case, in the immediately following Plan Year. The Administrative Committee may require that the Associate certify and/or supply documentation that his or her absence is for one of the permitted reasons and the number of days for which there was such an absence.

“Change in Control” means (a) the acquisition after the Effective Date by any person (defined for the purposes of this Section to mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934(the “Exchange Act”)), other than the Company, the Chief Executive Officer of the Company, or an employee benefit plan created by the Board of Directors of the Company for the benefit of its Associates, either directly or indirectly, of the beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated by the Securities and Exchange Commission (“SEC”) under Section 13(d) of the Exchange Act) of any securities issued by the Company if, after such acquisition, such person is the beneficial owner of securities issued by the Company having 20% or more of the voting power in the election of Directors at the next meeting of the holders of voting securities to be held for such purpose of all of the voting securities issued by the Company, if such person acquired such beneficial ownership without the prior consent of the Board of Directors of the Company; (b) the election of a majority of the Directors, elected at any meeting of the holders of voting securities of the Company, who were not nominated for such election by the Board of Directors or a duly constituted committee of the Board of Directors; or (c) the merger or consolidation with or transfer of substantially all of the assets of the Company to another person if the Board of Directors does not adopt a resolution, before the Company enters into any agreement for such merger, consolidation or transfer, determining that it is not a Change in Control.¹

“Code” means the Internal Revenue Code of 1986, as now or hereafter existing, amended, construed, interpreted, and applied by regulations, rulings or cases.

“Company” means United Retail Group, Inc., a Delaware corporation, and any successor thereto.

“Compensation” means amounts received from an Employer while the Associate is a Participant which are basic salary or wages, overtime payments, vacation, holiday and sick pay, disability income payments which are paid through the Employer’s payroll system, bonuses, commissions, content earnings or any other direct current compensation which is required to be reflected on the Participant’s Form W-2 for the Plan Year, without giving effect to any reduction of compensation resulting from pre-tax saving contributions under the Qualified Plan or any other salary reduction arrangement pursuant to Section 125 of the Code, but will not include Employer contributions to Social Security, other contributions to this or any other deferred compensation plan or program, severance pay, stock options, disability income payments which are not paid through the Employer’s payroll system, relocation expense reimbursement, or the value of any other fringe benefits provided at the expense of the Employer. The Compensation taken into account for a Participant for a Plan Year will include compensation in excess of the limit under Section 401(a)(17) of the Code. A Participant’s Compensation shall include any cost of living or other increase in a Participant’s base salary provided to a Participant pursuant to any employment agreement entered into between the Participant and the Employer, whether or not such increase has actually been paid to the Participant.²

“Effective Amendment Date” means January 1, 1997.

“Effective Date” means January 1, 1993.

“Eligibility Computation Period” means: (a) the initial Eligibility Computation Period of 12 consecutive months commencing on the date during a period of employment on which an Associate is first credited with an Hour of Service for the performance of duties for the Employer; and (b) each and every full Plan Year during which the Associate is in the service of the Employer, commencing with the Plan Year in which falls the last day of an Associate’s initial Eligibility Computation Period.

“Employer” means the Company and any Affiliate which, with the consent of the Board of Directors, adopts this Plan and joins in the Trust Agreement.

“Enrollment and Change Designation” means an agreement, on a form or by a method prescribed by the Administrative Committee, between a Participant and his or her Employer providing for reduction of the Participant’s Compensation and the crediting of Supplemental Savings Contributions by the Employer to the Participant’s Supplemental Savings Account and for designation of one or more Investment Funds.

“ERISA” means the Employee Retirement Income Security Act of 1974, as now or hereafter existing, amended, construed, interpreted, and applied by regulations, rulings or cases.

“Highly Compensated Employee” means any Associate who performs service for the Employer during the Plan Year of determination and (a) who during the current Plan Year or the prior Plan Year received compensation in excess of $80,000 (as adjusted pursuant to Section 415(d) of the Code), or (b) who is a 5% owner at any time during the current Plan Year or the prior Plan Year. For purposes of this definition, “compensation” has the meaning set forth in Section 415(c)(3), plus the amount of any pre-tax savings contributions under the Qualified Plan and any contributions under a cafeteria plan. The determination of who is a Highly Compensated Employee will be made in accordance with Section 414(q) of the Code.

“Hour of Service” means (a) each hour for which a person is paid or entitled to payment for the performance of duties for an Affiliate during the applicable computation period, (b) each hour for which a person is paid or entitled to payment by an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury or military duty or leave of absence, and (c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Affiliate. Notwithstanding the foregoing, (i) not more than 501 Hours of Service will be credited to any person on account of any single continuous period during which such person performs no duties, (ii) no credit will be granted for any period with respect to which a person receives payment or is entitled to payment under a plan maintained solely for the purpose of complying with applicable workers’ compensation or disability insurance laws, and (iii) no credit will be granted for a payment which solely reimburses a person for medical or medically related expenses incurred by such person. Hours of Service will be credited to the Plan Year in which payment for such Hours of Service is made. Determination and crediting of Hours of Service will be under Department of Labor Regulations Sections 2530.200b-2 and 3.

“Investment Fund” means a segregated fund managed by one or more investment managers, including a regulated investment company, or any other investments designated by the Company from time to time.

“Normal Retirement Date” means the date a Participant attains age 65.

“Participant” means any person who has been admitted to participation in the Plan and has not ceased participation in the Plan.

“Plan” means the United Retail Group Supplemental Retirement Savings Plan, as set forth herein and as the same may from time to time be amended.

“Plan Year” means the calendar year.

“Qualified Plan” means the United Retail Group Retirement Savings Plan, a profit sharing plan with a cash or deferred feature, as the same may from time to time be amended.

“Required Limitations” means the limitations under Sections 401(a)(17), 402(g) and 415 of the Code, the nondiscrimination requirements under Sections 401(k) and 401(m) of the Code and any similar limitations under the Code.

“Separation Date” means the date a person is no longer employed by any Affiliate.

“Supplemental Matching Account” means the portion of the Account of a Participant consisting of Supplemental Matching Contributions and investment earnings, if any, credited on those contributions, as adjusted under the Plan.

“Supplemental Matching Contribution” means the amount contributed by the Employer under Section 3.2.

“Supplemental Savings Account” means the portion of the Account of a Participant consisting of Supplemental Savings Contributions and investment earnings, if any, credited on those contributions, as adjusted under the Plan.

“Supplement Savings Contribution” means the amount credited by the Employer as a result of a Participant’s election on an Enrollment and Change Designation to reduce his or her Compensation.

“Total and Permanent Disability” means a physical or mental condition (a) of such severity and probable prolonged duration as to entitle the Participant to disability retirement benefits under the then-existing federal Social Security Act, or (b) which (i) qualifies as a total disability under one of the United Retail Group Long Term Disability Plans and (ii) is expected to be of indefinite or extended duration or result in death. For purposes of this Plan, a Participant who is found to have incurred a Total and Permanent Disability will be deemed to have incurred a Separation Date.

“Trust Agreement” means the trust agreement entered into between the Company and the Trustee in connection with this Plan, as the same presently exists and as it may from time to time hereafter be amended.

“Trustee” means the party or parties acting as such under the Trust Agreement.

“Trust Fund” means all of the assets of the Plan held by the Trustee at any time under the Trust Agreement.

“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Code) of a Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an Unforeseeable Emergency will be determined by the Administrative Committee depending upon the facts of each case.

“Valuation Date” means the last day of each Plan Year and each other interim date on which the Administrative Committee directs the allocation of distributions, contributions and earnings on Participants’ Accounts.

“Year of Eligibility Service” means an Eligibility Computation Period in which a person has 1,000 or more Hours of Service.

“Year of Vesting Service” means a Plan Year during which a person is credited with at least 500 Hours of Service. A person’s Years of Vesting Service will include all service taken into account under the Qualified Plan.

Section 2 Participation.

2.1.     Eligibility.

2.1.1.     A person will become a Participant on the first day of any calendar quarter if, on such day, the person (a) is an Associate, (b) has completed one Year of Eligibility Service, (c) has attained age 21 or, in the case of an Associate who completed a Year of Eligibility Service before January 1, 1992, age 20, (d) is a Highly Compensated Employee, (e) has elected to make a pre-tax savings contribution that is eligible for a matching contribution under the Qualified Plan equal to the greatest amount able to be contributed to the Qualified Plan before such contributions are reduced due to the Required Limitations, (f) has his or her contributions and/or allocations under the Qualified Plan limited or reduced by Required Limitations, (g) has completed an Enrollment and Change Designation, and (h) is approved for participation in the Plan by the Administrative Committee.

2.1.2.     Participation will cease on the earlier of the Participant’s Separation Date or the date the Participant no longer meets the eligibility requirements of this Section. If an Associate incurs five consecutive Breaks in Service and was not vested in any portion of his or her Supplemental Matching Account, the Associate will, upon reemployment, be required to satisfy the requirements of this Section as though such Associate had not previously been an Associate. If any Years of Eligibility Service are not required to be taken into account because of a period of Breaks in Service to which this Section applies, such Years of Eligibility Service will not be taken into account in applying this Section to any subsequent Breaks in Service.

2.2.     Waiver of Participation. An Associate will have the right to waive participation, effective on a calendar yearly basis.

2.3.     Change in Status. In the event that a person who has been in the employ of an Affiliate in a category of employment not eligible for participation in this Plan subsequently becomes an Associate by reason of a change in status to a category of employment eligible for participation, he or she will become a Participant as of the first day of the next calendar quarter, if, on such date, he or she has otherwise satisfied the requirements for participation in the Plan. If, on such date, he or she has not satisfied such requirements, he or she will become a Participant on the date of satisfaction of said requirements.

2.4.     Omission of Eligible Associate. If, in any Plan year, any Associate who should have been included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by the Employer for the Plan Year has been made and allocated, the Employer will make a contribution with respect to the omitted Associate equal to the amount the Associate would have received as allocations had the Participant not been omitted and not elected to contribute to the Plan.

2.5.     Inclusion of Ineligible Associate. If, in any Plan Year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the Plan Year has been made and allocated, the amount contributed, together with any earnings thereon, with respect to the ineligible person will constitute a forfeiture for the Plan Year in which the discovery is made.

Section 3 Contributions.

3.1.     Supplemental Savings Contributions. If a Participant’s pre-tax savings contributions under the Qualified Plan are limited or reduced by Required Limitations, the Employer will credit the Participant’s Supplemental Savings Account with, and contribute to the Trust Fund, a Supplemental Savings Contribution on behalf of the Participant equal to the amount of salary reduction authorized by the Participant under the Qualified Plan that is reduced due to the Required Limitations. The Enrollment and Change Designation under the Qualified Plan will automatically provide for reduction of the Compensation of such Participant and a corresponding credit to the Participant’s Supplemental Savings Account, and contribution to the Trust Fund, of a Supplemental Savings Contribution. Before the beginning of each calendar year, each Participant will be entitled to submit or modify an Enrollment and Change Designation which will change the amount of Supplemental Savings Contributions that will be made to this Plan for the following year. An Associate who may become a Participant for the first time may elect to defer an amount equal to any refund that might become distributable to such Participant because of the Required Limitations, and have credited any matching contributions thereby forfeited under the Qualified Plan, if the election is made within 30 days after such Associate becomes eligible to participate in this Plan. No Enrollment and Change Designation will be effective unless it designates the Investment Fund in which Supplemental Savings Contributions and Supplemental Matching Contributions are to be invested and is made or delivered to the Administrative Committee at least 30 days prior to the first day of the calendar year (or such greater or lesser period prior to such date as the Administrative Committee may establish for purposes of administrative convenience).

3.2.     Supplemental Matching Contributions. If a Participant’s pre-tax savings contributions that are eligible for a matching contribution under the Qualified Plan are limited or reduced by Required Limitations, the Employer will credit the Participant’s Supplemental Matching Account with, and contribute to the Trust Fund, a Supplemental Matching Contribution in an amount equal to the matching contributions which would have been made under the Qualified Plan in the absence of Required Limitations to the extent that the reduced corresponding pre-tax savings contributions under the Qualified Plan are credited as Supplemental Savings Contributions.

3.3.     Transitional Contributions.

3.3.1.     A “transitional contribution” of 6% of Compensation will be made for each calendar quarter for each Associate who (a) was an officer of the Company achieving status of vice-president or higher before January 1, 1993, or (b) earned annualized Compensation for 1992 of $100,000 or more. Such retirement contributions under the Plan will cease for an eligible Associate when such Associate terminates employment with the Company or has less than 500 hours of service in a calendar year. If such Associate is later rehired or increases his or her hours and otherwise meets the requirements to participate in the Plan, the Associate will again be eligible to receive retirement contributions under the Plan when he or she is again eligible to participate in the Qualified Plan.

3.3.2.     A “nondeductible compensation contribution” shall be made for each calendar year with respect to each Associate who would, but for the application of this paragraph 3.3.2., have total “Applicable Employee Remuneration” (as that term is defined in Section 162(m)(4) of the Code) in excess of the amount described in Section 162(m)(1) of the Code. The amount of the nondeductible compensation contribution will be equal to the amount by which the Applicable Employee Remuneration otherwise payable to the Associate for the calendar year exceeds the amount set forth in Section 162(m)(1) of the Code.

3.3.3.     Transitional contributions described in paragraph 3.3.1 and nondeductible compensation contributions described in paragraph 3.3.2., together with supplemental retirement accounts in existence on January 1, 1993, will be treated in the same manner as the Supplemental Matching Contributions and Supplemental Matching Accounts for all purposes under the Plan except for the provisions regarding suspension of contributions contained in paragraph 7.5.2.

3.4.     Crediting of Contributions.

3.4.1.     The Employer will establish a Trust Fund of assets which the Employer may use to offset its liability for payments due to Participants under the Plan. The Trust Fund shall substantially comply with the terms of the model trust contained in Revenue Procedure 92-64, or its successor. The Trust Fund will, at all times, be subject to the claims of judgment creditors of the Employer and will otherwise be on such terms and conditions as will prevent taxation to Participants and Beneficiaries of any amounts held in the Trust Fund or credited to Participant’s Accounts prior to the time payments are made to them. All assets of the Trust Fund, including Supplemental Savings Contributions, are subject to the claims of Company creditors. The Participants have the status of general unsecured creditors of the Employer. Rights to payments will not be limited to assets held in the Trust Fund. The Plan constitutes a mere promise by the Employer to make benefit payments in the future. It is the intention of the Employer and the Participants that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA.

3.4.2.     The Employer will contribute to the Trust Fund an amount equal to all Supplemental Savings Contributions for a quarter within a reasonable time after the end of the quarter in which Participants’ Compensation is reduced. The Employer will contribute to the Trust Fund an amount equal to Supplemental Matching Contributions no later than the due date (including extensions) of the income tax return of the Company for the fiscal year of the Company including the last day of the Plan Year for which such contribution is credited to a Participant’s Account.

Section 4 Investment of Accounts.

4.1.     Investment Direction. Each Participant will have the right to submit to the Company a request that (a) investment returns on future Supplemental Savings Contributions and Supplemental Matching Contributions to the Participant’s Account be determined on the basis of the performance of one or more of the Investment Funds, and (b) investment returns on the existing balance in the Participant’s Supplemental Savings Account and Supplemental Matching Account be determined on the basis of the performance of one or more of the Investment Funds. Such Participant request shall not result in any assurance to a Participant that Supplemental Savings Contributions or Supplemental Matching Contributions will actually be invested by the Trustee in one or more of the Investment Funds. A Participant may make or change an investment request in accordance with rules established by the Administrative Committee, by making an Enrollment and Change Designation at least 30 days prior to the effective date of such election or change (or such greater or lesser period prior to such date as the Administrative Committee may establish for purposes of administrative convenience.)

4.2.     Investment Funds. The Administrative Committee will select three or more Investment Funds according to criteria established by the Administrative Committee. The Administrative Committee will have the right to merge or modify any existing Investment Funds, or to create additional Investment Funds. The assets of the Trust Fund shall be allocated among such Investment Funds as the Administrator, in its sole and absolute discretion, shall designate from time to time, unless such investments would cause the Trust Fund to fail to constitute a valid trust under applicable law, in which case the Trustee shall determine applicable Trust Fund investments in accordance with the Trust Agreement.

4.3.     Investment Managers. The Administrative Committee may manage the investment of any Investment Fund, or may appoint one or more investment managers to manage all or any portion of all or any of the Investment Funds, and one or more custodians for all or any portion of any Investment Fund. The Administrative Committee may also establish investment guidelines for the Trustee or any one or more investment managers and may direct that all or any portion of the assets in an Investment Fund be invested in one or more guaranteed investment contracts having such terms and conditions as the Administrative Committee deems appropriate. The Administrative Committee or the Trustee, at the direction of the Administrative Committee, may enter into such agreements as the Administrative Committee deems advisable to carry out the purposes of this Section.

4.4 Investment in stock of the Company. Notwithstanding any other provision of this Plan, the Trust may, at the direction of the Company, acquire and hold qualifying employer securities, as defined in Section 407(d)(5) of ERISA, provided that any acquisition of qualifying employer securities shall comply with the requirements of Section 408(e) of ERISA and, if made on the open market, of Rule 10b-18 under the Securities Exchange Act.³

Section 5 Valuations and Crediting.

5.1.     Valuations. The amount credited to each Participant’s Accounts will be determined by the Administrative Committee as of the close of business on each Valuation Date.

5.2.     Credits to and Charges Against Accounts. All crediting to and charging against Accounts will be made as follows:

5.2.1.     First, there will be determined the net adjusted Account by (a) charging all distributions and withdrawals made during the period from the previous Valuation Date to the current Valuation Date, (b) crediting contributions on such time weighted basis as the Administrative Committee determines, and (c) at the option of the Administrative Committee, charging specifically against the Accounts of Participants all or a portion of administrative expenses relating to the maintenance of such Accounts.

5.2.2.     Second, all earnings or losses of the Investment Funds will be allocated by the Administrative Committee in its discretion among the Participants’ Accounts according to their net adjusted Accounts and the relative portions of such Accounts which are deemed by the Administrative Committee to be invested in each Investment Fund. All earnings of the Trust Fund arising out of the investment of Trust Fund assets in investment vehicles other than the Investment Funds may be allocated by the Administrative Committee in its discretion to and among the Participants’ Accounts according to their net adjusted Accounts.

5.3 Expenses All brokerage fees, transfer taxes, and other expenses incurred in connection with the investment of the Trust Fund will be added to the cost of such investments or deducted from the proceeds thereof, as the case may be. All other costs and expenses of administering the Plan (not to exceed .25% of the net asset value of the Trust Fund valued as of the last day of each quarter) will be paid from the Trust Fund, and any remainder will be paid by the Employer, unless the Employer elects to pay more or all of such costs and expenses.

Section 6 Vesting and Separation from Service.

6.1 Vested Percentage.

6.1.1.     Except as provided in Section 7 in the event of certain withdrawals by Participants, a Participant will at all times be fully vested in his or her Supplemental Savings Account.

6.1.2.     A Participant’s Supplemental Matching Account will become fully vested, except as provided in Section 7 in the event of certain withdrawals by Participants, at the Participant’s Normal Retirement Date, Total and Permanent Disability or death prior to otherwise incurring a Separation Date. The Normal Retirement Date, Total and Permanent Disability or death of a Participant after incurring a Separation Date will not increase the vesting of the Participant’s Account. Except as provided in Section 7 in the event of certain withdrawals by Participants, a Participant’s Supplemental Matching Account will become fully vested upon the occurrence of a Change in Control.⁴

6.1.3.     Except as provided in Section 7 in the event of certain withdrawals by Participants, and except as otherwise provided in this Section, a Participant’s vested interest in the Participant’s Supplemental Matching Account will be determined under the following table:

Years of Vesting Service	Vested Percentage
less than 7	0%
7 or more	100%

6.2.     Forfeiture and Restoration. When a Participant who has no vested interest in his or her Supplemental Matching Account incurs a Separation Date, the Participant’s Supplemental Matching Account will be forfeited. If a former Participant from whose Account an amount has been forfeited again becomes a Participant prior to incurring five consecutive Breaks in Service, the amount forfeited will be restored to the Participant’s Account at the end of the Plan Year in which the former Participant again becomes a Participant from the forfeitures (or, if no such forfeitures occur during that Plan Year, from additional Employer contributions) for the Plan Year of restoration.

6.3.     Effect of Breaks in Service on Vesting. If a Participant incurs five consecutive Breaks in Service and subsequently resumes participation in the Plan, (a) Years of Vesting Service after such Breaks in Service will not be taken into account in determining the Participant’s vested interest in his or her Account accruing prior to the Breaks in Service; and (b) if the Participant was not vested in his or her Supplemental Matching Account prior to the Breaks in Service, the Years of Vesting Service completed by the Participant prior to the Breaks in Service will not be taken into account in determining the Participant’s vested interest in his or her Account accruing after the Breaks in Service. If any Years of Vesting Service are not required to be taken into account because of the operation of this Section, such Years of Vesting Service will not be taken into account in applying this Section to any subsequent Breaks in Service.

6.4.     Amendments to Vesting Schedule. The vesting schedule under this Plan may be amended but no such amendment will either decrease any Participant’s vested percentage or increase the Years of Vesting Service required for vesting by then current Participants.

Section 7 Benefits.

7.1 Forms of Benefit Payments. A Participant will receive any benefit to which he or she is entitled in the form of a single cash distribution or 10 annual installment payments. A Beneficiary will receive a single cash distribution.

7.2 Benefit upon Separation Date or Change in Control. Upon the occurrence of a Change in Control or the Participant’s Separation Date, the Participant will receive a retirement benefit in an amount equal to the undistributed vested portion of the Participant’s Account. The Participant’s Account shall be valued as of the Valuation Date coinciding with or as soon as administratively practicable preceding the date of the distribution.

If a participant does not want to take a lump sum distribution, he or she must make an election at least one year prior to the Change in Control or Separation Date electing the 10-year installment option. The distribution election may only be changed once during any calendar year. Any change will not take effect until one year after the election. A separate form is required for this election.

Notwithstanding the foregoing, if a Participant dies before receiving a distribution of his or her vested Account, his or her Beneficiary will receive a death benefit, as determined below.

7.3 Death Benefit. If a Participant dies before receiving a distribution of his or her vested Account, the Participant’s Beneficiary will receive a lump sum death benefit, in lieu of the retirement benefit, equal to the vested portion of the undistributed balance in the Participant’s Account. The Participant’s Account shall be valued as of the Valuation Date coinciding with or as soon as administratively practicable preceding the the date of the distribution.⁵

7.4.     Beneficiary Designation.

7.4.1.     A Participant’s death benefit will be paid to the Beneficiary designated by the Participant under the Qualified Plan unless the Participant makes a separate Beneficiary designation under this Plan. A Participant may designate and from time to time change the designation of one or more Beneficiaries or contingent Beneficiaries to receive any death benefit. The designation and consent will be on a form supplied by the Administrative Committee. All records of Beneficiary designations will be maintained by the Administrative Committee.

7.4.2.     In the event that the Participant fails to designate a Beneficiary under both the Qualified Plan and this Plan, or in the event that the Participant is predeceased by all designated primary and contingent Beneficiaries under the Qualified Plan and this Plan, (a) if the Participant is survived by a spouse, the death benefit will be payable to the Participant’s surviving spouse who will be deemed to be the Participant’s designated Beneficiary for all purposes under this Plan, or (b) if the Participant is not survived by a spouse, the death benefit will be payable to the Participant’s estate.

7.5.     In-Service Distributions.

7.5.1.     A Participant may apply for and receive an early payment of any or all vested amounts held in the Account of such Participant upon an Unforeseeable Emergency, to the extent needed to satisfy the need caused by such Unforeseeable Emergency. Payment may not be made to the extent that the need caused by the Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s assets, to the extend the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under this Plan and the Qualified Plan. Distributions under this Section will be deemed to be made as of the Valuation Date coinciding with or as soon as administratively practicable preceding the date of distribution and will be charged against a Participant’s Account in such manner as the Administrative Committee determines.

7.5.2.     Notwithstanding anything in the Plan to the contrary, (a) a Participant who has received a distribution from this Plan under Section 7.5.1. or a hardship distribution from the Qualified Plan will not be eligible to make any Supplemental Savings Contributions or be credited with any Supplemental Matching Contributions for 12 months after the distribution, and (b) a person who would be a participant but for the fact he or she is suspended from making pre-tax savings contributions under the Qualified Plan or this Plan due to a hardship distribution from the Qualified Plan or a distribution for an Unforeseeable Emergency from this Plan may still be credited with contributions as otherwise provided under paragraphs 3.3.1 and 3.3.2 of the Plan.

A Participant may apply for and receive early payment of any or all vested amounts held in the Account of such Participant for any reason whatsoever. Upon taking such distribution, the Participant will forfeit to the Employer 10% of the amount that is distributed before payment is made to the Participant.

The in-service distribution will be withdrawn from the Participant’s account balances on a pro-rata basis. The in-service distribution net of forfeiture is subject to all applicable social security and income taxes. Following an in-service withdrawal, a participant’s weekly contributions will be suspended for a period of twelve months.⁶

7.6.     Post-Distribution Credits. If, after the distribution of retirement or death benefits under this Plan, there remain in a Participant’s Account any vested funds, or any vested funds will be subsequently credited thereto, such funds will be paid to the Participant or his or her Beneficiary as promptly as practicable.

7.7.     Prevention of Escheat. If the Administrative Committee cannot ascertain the whereabouts of any person to whom a payment is due under the Plan, the Administrative Committee may place the amount of the payment in a segregated account. If a segregated account is an interest bearing account, the interest, which may be net of expenses, will be credited to the segregated account. After two years from the date such payment is due, the Administrative Committee may mail a notice of the payment to the last known address of such person as shown on the records of the Plan and all Affiliates. If such person has not made claim for the payment within three months after the date of the mailing of the notice or if the notice is returned as undeliverable, then the payment and all remaining payments which would otherwise be due to such person will be canceled and treated as a forfeiture. If such person later makes a claim for payment, the amount so canceled will be restored and paid to such person.

7.8.     Payments on Taxability. If it is ever determined that any amount credited to a Participant’s Account under this Plan was income and taxable to him or her, such taxable amounts or any portions thereof will be paid to the Participant upon written request and be charged against the Participant’s Account.

7.9.     Withholding. The Employer may withhold from payments due under the Plan any and all taxes of any nature required by any government to be withheld.

7.10 Distribution of Company Securities. Notwithstanding any contrary provision of the Plan, no Participant or Beneficiary shall be eligible to receive a distribution from the Plan in the form of qualifying employer securities (“Company securities”) until the earlier of the date on which (i) the Plan has been approved by an affirmative vote of a majority of the issued and outstanding shares of the Company present in person or by proxy at a meeting of stockholders, (ii) the listing requirements of the principal exchange (including the NASDAQ Stock Market) on which Company securities are then traded no longer require such approval or (iii) Company securities are no longer traded on an exchange.⁷

Section 8 The Administrative Committee.

8.1.     Appointment and Tenure. The Administrative Committee will be a committee of one or more members who will serve at the pleasure of the Board of Directors. Any Administrative Committee member may be dismissed at any time with or without cause or may resign. Vacancies arising by reason of the death, resignation or removal of an Administrative Committee member will be filled by the Board of Directors. If the Board of Directors fails to act, and in any event until the Board of Directors so acts, the remaining members of the Administrative Committee may appoint an interim Administrative Committee member to fill any vacancy occurring on the Administrative Committee. If no person has been appointed to the Administrative Committee, or if no person remains on the Administrative Committee, the Board of Directors will be deemed to be the Administrative Committee.

8.2.     Meetings; Majority Rule. The Administrative Committee may act by majority vote of those present taken in a meeting if all members of the Administrative Committee have received at least 10 days’ written notice of such meeting or have waived notice and a quorum of a majority of all members is present.

8.3.     Delegation. The Administrative Committee may delegate to any of its members, authority to sign any documents on its behalf, or to perform ministerial acts, but no person to whom such authority is delegated may perform any act involving the exercise of any discretion without first obtaining the concurrence of a majority of the members of the Administrative Committee, even though he or she alone may sign any document required by third parties. The Administrative Committee may elect one of its number to serve as chairman. The chairman will preside at all meetings of the Administrative Committee or may delegate such responsibility to another Administrative Committee member. The Administrative Committee may elect one or more persons to serve as secretary or assistant secretary of the Administrative Committee. The secretary or assistant secretary may, but need not, be a member of the Administrative Committee. All third parties may rely on any communication signed by the secretary or assistant secretary, acting as such, as an official communication from the Administrative Committee.

8.4.     Reporting and Disclosure. The Administrative Committee will keep all individual and group records relating to Participants, and Beneficiaries, and all other records necessary for the proper operation of the Plan. Such records will be made available to the Employer and to each Participant and Beneficiary for examination during business hours. A Participant or Beneficiary may examine only such records as pertain exclusively to the examining Participant or his or her Beneficiary and the Plan and Trust Agreement.

8.5.     Construction of the Plan. The Administrative Committee will interpret the Plan and determine in its sole and absolute discretion all questions arising in the administration, interpretation and application of the Plan and the amount of benefits payable thereunder. The Administrative Committee’s interpretations and determinations will be final and binding on all persons absent fraud or the arbitrary and capricious abuse of the wide discretion granted to the Administrative Committee. The Administrative Committee will provide the Trustee with instructions regarding payments of benefits. The Administrative Committee will provide directions to the Trustee with respect to valuations at dates other than Valuation Dates and all other matters when called for in the Plan or requested by the Trustee. The Administrative Committee may waive any period of notice required under the Plan. The Administrative Committee will provide procedures for the determination of claims for benefits.

8.6.     Engagement of Assistants and Advisors. The Administrative Committee will have the right to hire such professional assistants and consultants as it, in its sole discretion, deems necessary or advisable, including, but not limited to investment managers and/or advisors, accountants, actuaries, attorneys, consultants, clerical and office personnel, and medical practitioners. To the extent that the costs for such assistants and advisors are not paid by the Employer, they will be paid from the Trust Fund as an expense of the Trust Fund at the direction of the Administrative Committee.

8.7.     Compensation. The members of the Administrative Committee will serve without compensation for their services, but all expenses of the members in connection with administering the Plan will be paid or reimbursed by the Employer, and if not so paid or reimbursed will be paid from the Trust Fund.

8.8.     Indemnification of the Administrative Committee. Each member of the Administrative Committee will be indemnified by the Employer against costs, expenses and liabilities (including reasonable attorneys’ fees but excluding amounts paid in settlements to which the Employer does not consent) reasonably incurred by him or her in connection with any action or investigation to which he or she may be a party by reason of his or her service as a member of the Administrative Committee except in relation to matters as to which he or she may be adjudged in such action to be personally guilty of willful misconduct in the performance of his or her duties. The foregoing right to indemnification will be in addition to such other rights as the Administrative Committee members may enjoy as a matter of law, under the Company’s Certificate of Incorporation or By-Laws or by reason of insurance coverage of any kind, or otherwise. Service as an Administrative Committee member will be deemed in partial fulfillment of the member’s function as an Associate, officer and/or director of the Employer, if he or she serves in such capacity as well. No amendment of this Section diminishing the right to indemnification provided herein will apply to any action or investigation commenced prior to the adoption of such amendment.

Section 9 Authority and Responsibilities of the Company.

The Board of Directors of the Company will have the following authority and responsibility:

(a)     To appoint the Trustee and the Administrative Committee and to monitor each of their performances;

(b)     To communicate such information to the Administrative Committee and to the Trustee as each needs for the proper performance of its duties;

(c)     To provide mechanisms through which the Administrative Committee and the Trustee can communicate with Participants and Beneficiaries; and

(d)     To perform such duties as imposed by applicable law and to serve as the Administrative Committee in the absence of an appointed Administrative Committee.

Section 10 Claims Procedures.

10.1.     Application for Benefits. Each Participant or Beneficiary believing himself or herself eligible for benefits under this Plan may apply for such benefits by completing and filing with the Administrative Committee an application for benefits in writing. Before the date on which benefit payments commence, each such application must be supported by such information and data as the Administrative Committee deems relevant and appropriate.

10.2.     Appeals of Denied Claims for Benefits. In the event that any claim for benefits is denied, in whole or in part, the claimant will be notified of such denial in writing by the Administrative Committee within 90 days after the Administrative Committee receives the claim. The notice advising of the denial will specify the reason or reasons for denial, make specific reference to pertinent Plan provisions, describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and will advise the claimant of the procedure for the appeal of such denial. Appeals may be made only by the following procedure:

10.2.1.     The claimant may file with the Administrative Committee a written notice of appeal of the denial within 60 days of notification by the Administrative Committee of claim denial, setting forth all of the facts upon which the appeal is based.

10.2.2.     The Administrative Committee may, within 30 days of receipt of the notice of appeal, establish a hearing date on which the claimant may make an oral presentation to the Administrative Committee in support of his or her appeal and the claimant will be given not less than 10 days’ notice of the date set for the hearing.

10.2.3.     The Administrative Committee will consider the claimant’s written and oral presentations, any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Administrative Committee may deem relevant. If the claimant elects not to make an oral presentation, the Administrative Committee will proceed as set forth below as though an oral presentation of the contents of the claimant’s written presentation had been made.

10.2.4.     The Administrative Committee will render a determination upon the appealed claim accompanied by a written statement as to the reasons therefor within 60 days after the Administrative Committee receives the notice of appeal, unless special circumstances or the need to hold a hearing requires an extension of up to 60 additional days. The determination so rendered will be final and binding upon all parties absent fraud or the arbitrary and capricious abuse of the wide discretion granted to the Administrative Committee.

10.3.     Review of Decisions. Any final decision of the Administrative Committee may be reviewed by a court of competent jurisdiction only if an appeal has been made under Section 10.2.

Section 11. Amendment, Termination, Mergers and Consolidations.

11.1.     Amendment. The provisions of this Plan may be amended at any time and from time to time by the Company; provided, however, that:

11.1.1.     No amendment will increase the duties or liabilities of the Trustee without the consent of the Trustee;

11.1.2.     No amendment will decrease the balance in any Account.

11.1.3.     No amendment shall adversely impact the Participants’ rights to receive payment under the Plan with respect to existing Participant Accounts unless the Company obtains the written consent of 80% of the Participants actively employed by the Employer with respect to each change; provided, however, that written consent of Participants is not required to amend the Plan to comply with applicable law.

11.1.4.     No amendment will decrease any Participant’s vested percentage of his or her Account or increase the Years of Vesting Service required for vesting by then current Participants as provided for under Section 6.

11.2.     Termination. While it is the Company’s intention to continue the Plan indefinitely in operation, the Company nevertheless reserves the right to terminate the Plan in whole or in part. Termination or partial termination of the Plan will result in full and immediate vesting in each affected Participant of the affected portion of his or her Account, and none of the provisions of any partial termination shall adversely impact the Participant’s rights under the Plan with respect to existing Participant Accounts unless the Company obtains the written consent of 80% of the Participants actively employed by the Employer, with respect to each change. On termination of the Plan, the Trustee will pay over to each Participant (and deferred vested former Participant) the value of his or her vested interest, and thereupon dissolve the Trust Fund.

11.3.     Permanent Discontinuance of Contributions. The Company reserves the right at any time to permanently discontinue all Employer contributions. Such permanent discontinuance will have the same effect as a termination of the Plan.

11.4.     Suspension of Employer Contributions. The Company will have the right, at any time and from time to time, to suspend contributions to the Trust Fund. Such suspension will have no effect on the operation of the Plan except as set forth below:

11.4.1.     If the Company determines that such suspension will be permanent, a permanent discontinuance of contributions will be deemed to have occurred as of the date of such determination or such earlier date as is specified.

11.4.2 If a temporary suspension continues during two consecutive Plan Years, the last day of the Plan Year next following the first Plan Year during the period of suspension shall be deemed to be the date on which the Company terminated the Plan.

Section 12. Participating Employers.

12.1.     Adoption by Other Corporations. With the consent of the Board of Directors, any other corporation, whether or not an Affiliate, may adopt this Plan and all of the provisions hereof as to all or any category of its Associates, as a participating Employer, by a properly executed document evidencing the intent and will of the board of directors of the other corporation.

12.2.     Requirements of Participating Employers. Each participating Employer will be required to use the same Trustee and Trust Agreement as provided in this Plan, and the Trustee will commingle, hold and invest as the Trust Fund all contributions made by participating Employers, as well as all increments thereof.

12.3.     Designation of Agent. With respect to all relations with the Trustee and Administrative Committee, each participating Employer will be deemed to have irrevocably designated the Company as its agent.

12.4.     Associate Transfers. If an Associate is transferred between Employers, the Associate involved will carry with him or her the Associate’s accumulated service and eligibility, no such transfer will effect a termination of employment hereunder, and the participating Employer to which the Associate is transferred will thereupon become obligated with respect to such Associate in the same manner as was the participating Employer from whom the Associate was transferred.

12.5.     Discontinuance of Participation. Any participating Employer may discontinue or revoke its participation in the Plan. At the time of any such discontinuance or revocation, satisfactory evidence thereof and of any applicable conditions imposed will be delivered to the Trustee.

12.6.     Administrative Committee’s Authority. The Administrative Committee will have authority to make any and all necessary rules or regulations, binding upon all participating Employers and all Participants, to effectuate the purposes of the Plan.

Section 13. Miscellaneous Provisions.

13.1 Nonalienation of Benefits. None of the payments, benefits, or rights of any Participant or Beneficiary will be subject to any claim of any creditor of such Participant or Beneficiary, and, to the fullest extent permitted by law, all such payments, benefits, and rights will be free from attachment, garnishment, or any other legal or equitable process available to any creditor of such Participant or Beneficiary. No Participant or Beneficiary will have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the benefits or payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary.

13.2.     No Contract of Employment. All benefits created by the Plan constitute a voluntary act on the part of the Employer and are not to be deemed or construed to be a part of any contract of employment. Neither the action of the Employer in establishing the Plan nor any action hereafter taken by the Employer or by any committees in connection with the Plan will be construed as giving to any Associate a right to be retained in the service of the Employer or any right or claim to any benefits under the Plan except as expressly provided in the Plan. The establishment of the Plan does not imply any continuation of benefits under the Qualified Plan.

13.3 Severability. If any provision of this Plan is held invalid or unenforceable, such invalidity or unenforceability will not affect any other provision hereof, and this Plan will be construed and enforced as if such invalid or unenforceable provision had not been included.

13.4 Successors. This Plan will be binding upon the heirs, executors, administrators, personal representatives, successors, and assigns of the parties, including each Participant and Beneficiary, present and future.

13.5 Captions. The headings and captions herein are provided for convenience only, will not be considered a part of the Plan, and will not be employed in the construction of the Plan.

13.6.     Gender and Number. Except where otherwise clearly indicated by context, the masculine gender will include the feminine gender, the singular will include the plural, and vice versa.

13.7.     Controlling Law. This Plan will be construed and enforced according to the laws of the State of New Jersey to the extent not preempted by federal law, which will otherwise control.

13.8.     Title to Assets. No Participant or Beneficiary will have any right to, or interest in, any assets of the Trust Fund, upon termination of his or her employment or otherwise, except to the extent of the benefits payable under the Plan to such Participant out of the assets of the Trust Fund. The Employer will remain primarily liable to pay benefits under the Plan. However, the Employer’s liability under the Plan will be reduced or offset to the extent benefit payments are made from the Trust Fund. The provisions of the Trust Fund are incorporated by reference.

13.9.     Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor will be deemed paid when paid to such person’s guardian, to a trustee holding assets for such person or to the party providing, or reasonably appearing to provide, for the care of such person, and such payments will fully discharge the Trustee, the Administrative Committee, the Employer and all other parties with respect thereto.

13.10.     Acknowledgments. The Participants specifically understand and acknowledge that the value of the Accounts may increase or decrease and that any such decrease will reduce the benefits payable under this Plan.

13.11.     Entire Agreement; Successors. This Plan, including any election agreements and any amendments thereto, will constitute the entire agreement between the Company and the Participant with respect to the amounts payable under the Plan. No oral statement regarding the Plan may be relied upon by the Participant. This Plan and any amendment will be binding on the parties thereto and their respective heirs, administrators, trustees, successors and assigns, and on all Beneficiaries. By becoming a Participant, each Associate will be conclusively deemed to have assented to the provisions of the Plan and the Trust Agreement and to any amendments thereto.

13.12.     Tax Effects. None of the Employer, the Administrative Committee, and any firm, person, or corporation, represents or guarantees that any particular federal, state or local tax consequences will occur as a result of any Participant’s participation in this Plan. Each Participant should consult with his or her own advisors regarding the tax consequences of participation in this Plan.

UNITED RETAIL GROUP, INC.
By:Kenneth P. Carroll
Title: Senior Vice President

¹ “Change in Control” definition added by (Third) Amendment effective 9/1/2002.

² Last sentence of “Compensation” definition added by Sixth Amendment, effective 2/2/2003.

³ Section 4.4 added by Fifth Amendment, effective 3/1/2003.

⁴ Last sentence added by (Third) Amendment effective 9/1/2002.

⁵ Sections 7.1, 7.2 and 7.3 restated by Fourth Amendment effective 1/1/2003.

⁶ Last 2 paragraphs added by First Amendment, effective 9/1/1997.

⁷ Section 7.10 added by Seventh Amendment, effective 6/1/2003.

EX-9

Exhibit No. 10.4

EIGHTH AMENDMENT TO THE AMENDED AND RESTATED
UNITED RETAIL GROUP
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

RECITALS

United Retail Group, Inc. (the “Company”) maintains for the benefit of its employees the United Retail Group Supplemental Retirement Savings Plan (the “Plan”).

The Company has adopted, effective as of January 1, 1997 an amendment and restatement of the Plan.

The Company wishes to revise certain provisions of the Plan to comply with Section 409A of the Internal Revenue Code of 1986, as enacted by the American Jobs Creation Act of 2004, and to comply with guidance issued by the Internal Revenue Service pursuant to the Act.

Therefore, this Eighth Amendment to the Plan shall be adopted effective as of January 1, 2005.

AMENDMENT

I.     Section 14 shall be added to the Plan to read as follows:

Section 14.   AJCA Compliance.

14.1    Adoption and Effective Date.   This section 14 of the Plan is intended to reflect certain provisions of the American Jobs Creation Act of 2004 (“AJCA”), section 409A of the Code, and any Treasury Regulations or other guidance promulgated by the Internal Revenue Service pursuant to Section 409A of the Code, including, but not limited to, Internal Revenue Service Notice 2005-1. This section 14 is intended as good faith compliance with the requirements of AJCA and Section 409A of the Code, and is to be construed in accordance therewith.

14.1.1    Effective Date.   Provisions of this section 14 shall be effective as of January 1, 2005.

14.1.2   This section 14 shall supersede the other provisions of the Plan to the extent those provisions are inconsistent with the requirements of this section.

14.1.3   This section 14 shall apply only to the portion of each Account attributable to 409A Deferrals. Any portion of a Participant’s Account which is not attributable to 409A Deferrals shall be subject to the remaining provisions of the Plan, without regard to the application of this section 14.

14.2    Limitations of Distributions.   No portion of a Participant’s Account may be distributed earlier than:

14.2.1   the Participant's separation from service;

14.2.2   the date on which the Participant becomes Disabled;

14.2.3   the Participant’s death;

14.2.4   a specified time (or pursuant to a fixed schedule) specified in the Participant’s Enrollment and Change Designation, or otherwise specified under the Plan at the date of Deferral;

14.2.5   a Change in Control Event; or

14.2.6   the occurrence of an Unforeseeable Emergency.

14.2.7   In the case of any Specified Employee, the requirement of section 14.2.1 is met only if distributions may not be made before the date which is six months after the date of the Participant’s separation from service (or, if earlier, the date of death of the Participant).

14.3    Acceleration of Benefits. The Plan may not permit the acceleration of the time or schedule of payment of a Participant’s Account except as provided in regulations promulgated by the Secretary of the Treasury.

14.4    Elections.    A Participant’s election to defer Compensation to the Participant’s Account pursuant to an Enrollment and Change Designation shall be subject to the following requirements:

14.4.1   Compensation for services performed during a calendar year may be deferred at the Participant’s election only if the election to defer such Compensation is made not later than the close of the preceding calendar year, or at such other time as may be permitted in the regulations issued by the Secretary of the Treasury.

14.4.2   In the case of the first calendar year in which a Participant becomes eligible to participate in the Plan, such election may be made with respect to Compensation for services to be performed subsequent to the election within thirty (30) days after the date on which the Participant becomes eligible to participate in the Plan.

14.4.3   In the case of an election to defer any Performance-Based Compensation based on services performed over a period of at least twelve months, the election may be made no later than six months before the end of the performance period.

14.5   Delay in Payment.    No Participant may make an election to delay the date of a payment from the Participant’s Account or change the form of payment from the Participant’s Account unless:

14.5.1   the election will not take effect until at least twelve months after the date on which the election is made,

14.5.2   except in the case of a payment as the result of the Participant’s becoming Disabled, the Participant’s death or the occurrence of an Unforeseeable Emergency, the first payment with respect to such election is deferred for not less than five years from the date on which such payment would otherwise have been made, and

14.5.3   any election which is related to a payment at a specified time or pursuant to a fixed schedule may not be made less than twelve months prior to the date of the first scheduled payment under that election.

14.6    Restrictions on Trust Fund.    No portion of the Trust Fund may be located outside of the United States, or transferred outside of the United States. No portion of the Trust Fund may be subject to any restriction based upon a change in the Company’s financial health.

14.7   Definitions.

14.7.1    Change in Control Event.    “Change in Control Event” shall have the meaning set forth in the Q&A-11 of Internal Revenue Service Notice 2005-1, or any subsequent guidance which supercedes such Notice.

14.7.2   Disabled.   A Participant shall be considered "Disabled" if the Participant:

14.7.2.1   is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or

14.7.2.2   is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer.

14.7.3   “409A Deferrals”   shall mean amounts deferred to a Participant’s Account on or after January 1, 2005. Except in the event of a material modification, 409A Deferrals shall not include any deferrals allocated to a Participant’s Account prior to January 1, 2005, or any increase in a Participant’s Account as the result of investment gains attributable to such deferrals. For this purpose, the existence of a material modification shall be determined under the provisions of Internal Revenue Service Notice 2005-1 or other guidance promulgated by the Secretary of the Treasury.

14.7.4   Performance-Based Compensation.    “Performance-Based Compensation” shall mean Compensation where (i) the payment of the Compensation or the amount of the Compensation is contingent on the satisfaction of organizational or individual performance criteria, and (ii) the performance criteria are not substantially certain to be met at the time a deferral election is permitted. Performance-Based Compensation may include payments based upon subjective performance criteria, but (i) any subjective performance criteria must relate to the performance of the Participant, a group of service providers that includes the Participant, or a business unit for which the Participant provides services (which may include the entire organization); and (ii) the determination that any subjective performance criteria have been met must not be made by the Participant or a family member of the Participant (as defined in § 267(c)(4) of the Code, applied as if the family of an individual includes the spouse of any member of the family). Performance-Based Compensation may also include payments based on performance criteria that are not approved by a compensation committee of the Board of Directors or by the stockholders of the Company. Notwithstanding the foregoing, Performance-Based Compensation does not include any amount or portion of any amount that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established, or that is based solely on the value of, or appreciation in value of, the Company or the stock of the Company.

14.7.5    Specified Employee.   A “Specified Employee” is a key employee (as defined in Section 416(i) of the Code, but without regard to paragraph (5) thereof) of the Company. Provided, however, that no Participant shall be considered to be a Specified Employee unless the stock of the Company is publicly traded on an established securities market or otherwise.

II.   In all other respects, the Plan shall remain unchanged.

Dated this 1st day of March, 2005.

UNITED RETAIL GROUP, INC.
By: Kenneth P. Carroll
Title: Senior Vice President

EX-10

Exhibit No. 10.5

UNITED RETAIL GROUP, INC.
STOCK APPRECIATION RIGHTS PLAN
- as amended February 25, 2005 -

WHEREAS, United Retail Group, Inc., a Delaware corporation (the “Company”), desires to attract and retain the best available directors, to provide long range inducements for them to remain associated with the Company and to provide directors a permanent stake in the Company with the interest and outlook of owners;

NOW, THEREFORE, the Board of Directors hereby amends and restates the United Retail Group, Inc. Stock Appreciation Rights Plan from and after the Effective Date (as hereinafter defined) to read in its entirety, as follows:

Section 1.    Definitions.   The following terms have the following meanings when used in this Stock Appreciation Rights Plan, in both singular and plural forms:

“Annual Meeting” means the yearly meeting of stockholders of the Company to elect Directors.

“Associate” means a common law employee of the Company.

“Company” means United Retail Group, Inc., a Delaware corporation.

“Director” means a duly elected and acting member of the Board of Directors of the Company who is not an Associate.

“Effective Date” means February 28, 2005.

“Holder” means the person who is, at the time of reference, entitled to receive payment under a Right.

“Option” means any right to purchase Shares granted under the Stock Option Plan.

“Option Price” means the price per Share at which an Option is exercisable.

“Right” means a Director’s free standing entitlement to a payment in accordance with Section 2.2 hereof.

“Rightsholder” means a Director who holds an unexercised and outstanding Option under the Stock Option Plan.

“Shares” means units consisting of Common Stock, with par value equal to $.001 per share, of the Company with stock purchase rights attached and such additional and substitute securities and other property as may be issuable upon the exercise of Options.

“Stock Option Plan” means any stock option plan of the Company in effect on or after the Effective Date, as amended.

“Value” means (a) if the Shares are listed or admitted to trading on a national securities exchange (including the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) Stock Market), the closing price of Shares on the principal securities exchange on which the Shares are listed or admitted to trading on the day prior to the date of determination, or if no closing price can be determined for the date of determination, the most recent date for which such price can reasonably be ascertained, or (b) if the Shares are not listed or admitted to trading on a national securities exchange but are publicly traded, the mean between the representative bid and asked prices of the Shares in the over-the-counter market at the closing of the day prior to the date of determination or the most recent such bid and asked prices then available, as reported by NASDAQ or if the Shares are not then quoted by NASDAQ as furnished by any market maker selected from time to time by the Chairman of the Board of the Company for that purpose, or (c) if neither (a) nor (b) is applicable, the fair market value on the applicable date as determined by the Chairman in good faith using factors he deems to be relevant including but not limited to any sale of Shares to an independent third party.

Section 2.   Grants.

2.1.   Formula.   Beginning on the Effective Date, each Director elected at each Annual Meeting will automatically be granted two Rights for each Share issuable upon exercise of each Option granted at the same Annual Meeting. For example, on and after the Effective Date, each Director elected on a given date would receive 5,000 Options under the Stock Option Plan and 10,000 Rights under this Stock Appreciation Rights Plan.

2.2.   Payment.   Each Right granted to a Director under this Section 2 shall be automatically exercised without notice if and when a Share is issued under the Stock Option Plan upon the exercise of the contemporaneous Option with which the Right is associated. As soon as practicable after such Share is issued, the Company shall pay to the Holder for each Right an amount in cash equal to the remainder of (i) the Value of the Share determined as of the date the Option is exercised minus (ii) the Option Price and any applicable withholding taxes.

2.3.   Termination.   In the event that the contemporaneous Option with which a Right is associated lapses, is surrendered for cancellation or otherwise becomes unexercisable, the Right shall terminate and the Company shall have no liability with respect to the termination of the Right.

Section 3.    Administration.

3.1.   Powers of Chairman.   The Chairman of the Board of the Company will have the power to do the following:

3.1.1.    To maintain records relating to Rightsholders and Holders;

3.1.2.    To prepare and furnish to Rightsholders and Holders all information required by applicable law;

3.1.3.    To construe and apply the provisions of this Stock Appreciation Rights Plan and to correct defects and omissions therein;

3.1.4.    To engage assistants and professional advisers;

3.1.5.    To provide procedures for determination of claims under this Stock Appreciation Rights Plan;

3.1.6.    To make any factual determinations necessary or useful under this Stock Appreciation Rights Plan; and

3.1.7.    To adopt and revise rules, regulations and policies under this Stock Appreciation Rights Plan.

3.2.    Binding Effect of Actions.    All actions taken by the Chairman under this Stock Appreciation Rights Plan will be final and binding on all persons.

3.3.    Indemnification.    The Chairman shall not be personally liable for any action, interpretation or determination made with respect to this Stock Appreciation Rights Plan and shall be fully indemnified and protected by the Company with respect to any liability he may incur with respect to any such action, interpretation or determination, to the extent permitted by applicable law and to the extent provided in the Company’s Certificate of Incorporation and By-laws, as amended from time to time.

Section 4.   Rights of Holders.

4.1.    Amendment.    Rights granted prior to the Effective Date shall remain in full force and effect in accordance with the terms of the Stock Appreciation Rights Plan as in effect on the date the associated Option was granted and shall not be impaired or affected by this amendment and restatement. No amendment to this Stock Appreciation Rights Plan or any grant hereunder shall be made so as to impair or adversely alter the rights of any Holder without such Holder’s consent.

4.2.    No Right to Employment.    Nothing in this Stock Appreciation Rights Plan or in any Right will confer upon any Director any right to continue in office.

4.3.    Successors and Assigns.   The obligations of the Company under this Stock Appreciation Rights Plan will be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

4.4.    Rights as Stockholder.   No Holder will have any of the rights of a stockholder of the Company.

4.5.    Beneficiaries and Assignment of Rights.    No Right may be assigned, pledged, hypothecated, given, or otherwise transferred by the Holder, except that (i) a Rightsholder will be entitled to designate a beneficiary of the Right upon the Rightsholder’s death by delivering such designation in writing to the Vice President-Associate Services of the Company, (ii) if no such designation is made by the Rightsholder, the Right will be transferred upon the Rightsholder’s death as determined under the applicable laws of descent and distribution, (iii) a Right shall be transferred in accordance with a qualified domestic relations order (as defined in the Internal Revenue Code), and (iv) a Holder may sell and assign a Right to the Company for a price agreed by the Holder and the Chairman of the Board of the Company to be fair and in the best interests of the Company and its stockholders. If a Holder suffers a disability and does not have the capacity to receive a payment, such payment will be made to the Holder’s guardian or attorney-in-fact.

5.    Miscellaneous.

5.1.    Notices.    Notices permitted to be made under this Stock Appreciation Rights Plan will be sufficiently made if personally delivered or sent by first-class certified mail addressed (i) to the Holder at the Holder’s address as set forth in the books and records of the Company, or (ii) to the Company at the principal office of the Company to the attention of the Vice President-Associate Services. Any party may change its address through the method described above.

5.2.    Captions.    The captions and section numbers appearing in this Stock Appreciation Rights Plan are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Stock Appreciation Rights Plan.

5.3.    Applicable Law.    This Stock Appreciation Rights Plan will be governed by and interpreted, construed, and applied in accordance with the laws of the State of New Jersey to the extent that they apply.

5.4.    Severability.    The provisions of this Stock Appreciation Rights Plan are intended to comply with all legal requirements, including, without limitation, the American Jobs Creation Act of 2004. Any provisions of this Stock Appreciation Rights Plan that are held illegal or invalid for any reason shall be null and void ab initio. If any provisions of this Stock Appreciation Rights Plan are held illegal or invalid for any reason, such illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.

5.5.    Interpretation.    The provisions of this Stock Appreciation Rights Plan with respect to a Right shall be interpreted, construed and applied as much as possible in a manner consistent with the interpretation, construction and application of the Stock Option Agreement for the contemporaneous Option with which the Right is associated.