Exhibit 10.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 made as of the 6th day of December, 2002, to the Employment Agreement made as of the 20th day of November, 1998 (as amended, the "Agreement"), between UNITED RETAIL GROUP, INC.,...

                                                                 Exhibit 10.2


                    AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

           This AMENDMENT NO. 2 made as of the 6th day of December, 2002, to
the Employment Agreement made as of the 20th day of November, 1998 (as
amended, the "Agreement"), between UNITED RETAIL GROUP, INC., a Delaware
corporation, with principal offices at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx Xxxx,
Xxx Xxxxxx 00000-0000 and XXXXXX X. XXXXXX, residing at 00 Xxx Xxx, Xxxxxxx,
Xxx Xxxxxx 00000.

           WHEREAS, capitalized terms used herein and defined in the Agreement
shall have the same meaning as in the Agreement;

           WHEREAS, the Executive has been employed by the Company as its Vice
Chairman and Chief Administrative Officer;

           WHEREAS, the Company desires to continue the services of the
Executive, and the Executive desires to continue to provide such services to
the Company, on the terms set forth in the Agreement; and

           WHEREAS, the provisions of this Amendment were recommended by the
Compensation Committee of the Company's Board of Directors on December 5, 2002
and approved by the Company's Board of Directors on December 6, 2002 with the
Executive abstaining.

           NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:

1.  Section 1(u) of the Agreement is amended to read in its entirety as follows:

                     "(u) Term of Employment shall mean the period of time
                     commencing on November 20, 1998 and ending on July 30,
                     2007 or such later date as may be mutually agreed upon by
                     the Company and the Executive. (For the avoidance of
                     doubt, Term of Employment as used herein may extend
                     beyond the termination of the Executive's employment.)"


2.  All the other provisions of the Agreement shall remain in force unchanged.

           IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in Xxxxxxxx Park, New Jersey, in duplicate originals on December 6,
2002.

                                                 UNITED RETAIL GROUP, INC.

                                                 By:/s/ XXXXXXX XXXXXXXX
                                                    ---------------------------
                                                 Name:    Xxxxxxx Xxxxxxxx
                                                 Title:   Chairman of the Board

                                                 /s/ XXXXXX X. XXXXXX
                                                 ------------------------------
                                                 Xxxxxx X. Xxxxxx

GRR Amend 2 to Employment Agr.
KPC:jmt