0000881905-06-000068 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT
Stock Option Agreement • September 7th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

We are pleased to inform you that, as a key associate of United Retail Group, Inc. (herein called the “Company”) or one of its subsidiaries, you have been granted an option under the Company’s 2006 Equity-Based Compensation and Performance Incentive Plan (herein called the “Plan”). The option gives you the right to purchase units, consisting of one share of common stock, $.001 par value per share, with a stock purchase warrant attached (herein collectively called “shares”) of the Company, subject to your acceptance of the award as provided in Section 1 below and the terms and conditions that follow in this letter agreement or are contained in the Plan. The date of the grant evidenced by this letter agreement (herein called the date of grant), the date the option expires, the maximum number of shares the option entitles you to purchase and the exercise price per share are set forth above. (The option is intended to be an “incentive stock option” within the meaning of Section 422A of the

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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • September 7th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

This AMENDMENT NO. 3 made as of the 25th day of August, 2006, to the Employment Agreement made as of the 3rd day of September, 2004 (as amended, the “Agreement”), between UNITED RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662-6563, and RAPHAEL BENAROYA, residing at 179 Lincoln Street, Englewood, NJ 07631.

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • September 7th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

This AMENDMENT NO. 3 made as of the 25th day of August, 2006, to the Employment Agreement made as of the 3rd day of September, 2004 (as amended, the “Agreement”), between UNITED RETAIL GROUP, INC., a Delaware corporation, with principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662-6563, and GEORGE R. REMETA, residing at 25 Lee Way, Oakland, NJ 07436.

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