EXHIBIT 8
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AMENDMENT NO. 3
RESTATED STOCKHOLDERS' AGREEMENT
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This AMENDMENT NO. 3, dated as of April 6, 1998, to the RESTATED
STOCKHOLDERS' AGREEMENT, dated as of December 23, 1992, (the "Original
Agreement" and as amended, the "Amended Agreement"), by and among United Retail
Group, Inc., a Delaware corporation (the "Corporation"), and the Stockholders
and Centre Capital Investors L.P. ("CCI").
WITNESSETH:
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WHEREAS, all capitalized terms herein shall have the respective meanings
set forth in the Original Agreement;
WHEREAS, CCI has transferred all the Shares it held;
WHEREAS, the undersigned stockholders believe it to be in the best
interests of the Corporation and its stockholders to reduce the number of
Directors from nine to eight during the period from May 21, 1998 through July
31, 1998 (the "Interim Period");
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. The Original Agreement shall continue in full force and effect in
accordance with its terms, except as expressly amended hereby.
2. Section 2(c) shall be amended to read in its entirety as follows:
(c) Subsequent Nominations. Until July 17, 1999, the Stockholders
shall, at any time that Directors of the Corporation are to be elected, take
such action as may be necessary to nominate or to cause the Board of Directors
to nominate and recommend to the Stockholders, as the proposed members of the
Board of Directors:
(i) if Limited at all times prior to May 21, 1998 owns at least 100,000
shares of Common Stock - one Person designated by Limited, two Persons
designated by the Incumbent Chairman of the Board and five Public Directors
approved by the
Nominating Committee and the Board of Directors, provided, however, that after
July 31, 1998 the number of Public Directors approved by the Nominating
Committee and the Board of Directors shall be six;
(ii) if at any time Limited owns less than 100,000 shares of Common
Stock - two Persons designated by the Incumbent Chairman of the Board and six
Public Directors approved by the Nominating Committee and the Board of
Directors, provided, however, that after July 31, 1998 the number of Public
Directors approved by the Nominating Committee of the Board of Directors shall
be seven,
provided, however, that in the event the total number of shares of Common Stock
held by the Management Investors as a group shall increase to 3,010,000 or more
at any time, then so long as (i) the Incumbent Chairman of the Board and his
Permitted Transferees at all times after July 31, 1998 own at least 500,000
shares of Common Stock, and (ii) the Management Investors at all times after
July 31, 1998 own at least 2,010,000 shares of Common Stock, the Incumbent
Chairman of the Board shall designate three Persons, instead of two Persons, to
be nominated as proposed members of the Board of Directors, and the Stockholders
shall take such action, and shall cause the Directors to take such action, as
may be necessary to increase the total membership of the Board from nine to 10
and provided, further, that in the event the total number of shares of Common
Stock owned by the Incumbent Chairman and his Permitted Transferees and by the
Management Investors, respectively, shall at any time after July 31, 1998 be
less than those required by clauses (i) and (ii) of the preceding proviso, the
Incumbent Chairman of the Board shall thereafter designate two Persons, instead
of three Persons, to be nominated as proposed members of the Board of Directors
and the Stockholders shall take such action, and shall cause the Directors to
take such action, as may be necessary to decrease the total membership of the
board from 10 to nine. In the event Benaroya shall cease to serve as Chairman
of the Board, regardless of the circumstances of such cessation, he, or his
executor in the event of his death or the committee of his property in the event
of his legal incompetence, shall retain the right to designate one Person to be
nominated as a proposed member of the Board of Directors and the one other
Person who would otherwise have been designated by the Incumbent Chairman of the
Board shall be designated instead by the Nominating Committee, provided that, if
the Board of Directors then has 10 members, the Stockholders shall take such
action and shall cause the Directors to take such action, as may be necessary to
decrease the total membership of the Board from 10 to nine, and provided further
that, notwithstanding any of the foregoing, after having ceased to serve as
Chairman of the Board, Benaroya, or his executor or committee, shall have no
right to designate if Benaroya and his Permitted Transferees own less than
100,000 shares of Common Stock at any time, and in such case the Person or
Persons who would otherwise have been nominated by the Incumbent Chairman of the
Board shall then be designated instead by the Nominating Committee.
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first above written.
UNITED RETAIL GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice Chairman
/s/ Xxxxxx X. Xxxxxx LIMITED DIRECT ASSOCIATES, L.P.,
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Xxxxxx X. Xxxxxx By: LIMITED DIRECT, INC.,
as general partner
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: President
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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