Exhibit 10.1 AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 4 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 10.1


                    AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT


           This AMENDMENT NO. 4 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 XXXXXXX XXXXXXXX, residing at 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX 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
Chairman of the Board, President and Chief Executive 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/ XXXXXX X.XXXXXX
                                            -----------------------------------
                                         Name:  Xxxxxx X. Xxxxxx
                                         Title: Chief Administrative Officer

                                         /s/ XXXXXXX XXXXXXXX
                                         --------------------------------------
                                         Xxxxxxx Xxxxxxxx

XX Xxxxx No. 4
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