0001341004-07-002572 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • September 13th, 2007 • United Retail Group Inc/De • Retail-women's clothing stores • Delaware

THIS AMENDMENT dated as of September 10, 2007 (this “Amendment”), amends the Rights Agreement, dated as of September 14, 1999 (the “Agreement”), by and between United Retail Group, Inc. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York banking corporation (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

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