Exhibit No. 10.4
                                                             ----------------

                          SUMMARY PLAN DESCRIPTION
                         United Retail Group, Inc.
                       Incentive Compensation Program
                               for Executives
                            as of August 4, 2001


         The Incentive Compensation Program provides each Executive of
United Retail Group, Inc. with an opportunity each season to earn a
Performance Bonus based on attainment of targets for consolidated operating
income (loss) by the Company (the "Operating Results"). (Capitalized terms
used herein and defined in the respective Employment Agreements between the
Company and the Executives shall have the same meanings as in the pertinent
Agreement.)

         Section 1. Each Executive has been assigned an individual
participation percentage in his Employment Agreement. Further, seasonal
targets for Operating Results will be established by the Compensation
Committee of the Board of Directors of the Company. The targets will be
assigned percentages ranging from 20% for the lowest acceptable Operating
Results to 200% at and above the highest target. There will be no payout if
the 20% target is missed.

         Section 2. The amount of an Executive's Performance Bonus shall be
the product of his seasonal Base Salary multiplied by the Executive's
participation percentage multiplied by the target percentage achieved by
the Company. For example, an Executive with a seasonal Base Salary of
$120,000 ($240,000 per annum) and a participation percentage of 20% would
receive $4,800 if the 20% target is met.

         Section 3. Except as otherwise provided in Section 5, the
Operating Results shall be determined by reference to the consolidated
statement of operations of the Company for the season in question.

         Section 4. The seasonal consolidated statement of operations shall
be prepared by the Company's Chief Accounting Officer, shall be in
accordance with generally accepted accounting principles consistently
applied ("GAAP") and shall be reviewed by the independent certified public
accountants for the Company (the "Accounting Firm"). The preceding sentence
to the contrary notwithstanding, (i) if all the Executives waive the
performance of a review by the Accounting Firm in writing, no review by the
Accounting Firm shall be required and (ii) if the Company shall have
acquired or organized one or more new subsidiaries during the season in
question, the seasonal consolidated statement of operations shall be
prepared by the Company's Chief Accounting Officer on a pro forma basis
excluding the new subsidiary or subsidiaries but shall otherwise be in
accordance with GAAP. Promptly after the end of each season the Company
shall deliver to the Executives copies of such seasonal consolidated
statement of operations and the letter, if required, from the Accounting
Firm with respect to its review of the seasonal consolidated statement of
operations.

         Section 5. Anything above to the contrary notwithstanding, in the
event that the Company shall merge or consolidate with another corporation,
or shall sell all or substantially all of its assets, during a season, then
the Performance Bonus for the season shall be determined on a basis that is
fair and equitable in light of the circumstances instead of solely by
reference to the Operating Results. The determination of the Performance
Bonus for such a season shall be made by the executive compensation
consulting division of a firm of independent certified public accountants
of nationally recognized standing designated in writing by a plurality of
the Executives or by a retired partner of that firm designated by that
firm.

         Section 6. The Company shall pay the professional fee and
disbursements of the Accounting Firm that reviews the seasonal consolidated
statement of operations and of any accountant(s) who determine(s) the
Performance Bonus.

         Section 7. In compliance with the law, Performance Bonuses are
subject to withholding taxes and deductions for contributions to the
Retirement Savings Plan and the Supplemental Retirement Savings Plan,
respectively.



IC URGI