0000881905-04-000005 Sample Contracts

Tandem Merit Bonus Plan Agreement
Merit Bonus Plan Agreement • April 22nd, 2004 • United Retail Group Inc/De • Retail-women's clothing stores

This Merit Bonus Plan supplements the United Retail Group, Inc. Incentive Compensation (“IC”) Plan for selected incumbent Senior Vice Presidents, Vice Presidents and Directors (as of the beginning of the fiscal year in question) whose activities support the Company’s line executives. Those eligible to participate, as selected by the Chairman of the Board, support the product directors, planners, designers, marketing executives, and sales executives of the business. The purpose of this Merit 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.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 22nd, 2004 • United Retail Group Inc/De • Retail-women's clothing stores • Delaware

AGREEMENT, effective as of December 18, 2003, between United Retail Group, Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).

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