Exhibit No. 10.2


                         UNITED RETAIL GROUP, INC.
                       STOCK APPRECIATION RIGHTS PLAN
                       - as amended August 24, 2001-

WHEREAS, United Retail Group, Inc., a Delaware corporation (the
"Company"),desires to attract and retain the best available directors, to
provide long range inducements for them to remain associated with the
Company and to provide directors a permanent stake in the Company with the
interest and outlook of owners;

NOW, THEREFORE, the Board of Directors hereby amends and restates the
United Retail Group, Inc. Stock Appreciation Rights Plan to read in its
entirety, as follows:

Section 1. Definitions. The following terms have the following meanings
when used in this Stock Appreciation Rights Plan, in both singular and
plural forms:

"Annual Meeting" means the yearly meeting of stockholders of the Company to
elect Directors.

"Associate" means a common law employee of the Company.

"Company" means United Retail Group, Inc., a Delaware corporation.

"Director" means a duly elected and acting member of the Board of Directors
of the Company who is not an Associate.

"Effective Date" means May 23, 2000.

"Holder" means the person who is, at the time of reference, entitled to
receive payment under a Right.

"Option" means any right to purchase Shares granted under the Stock Option
Plan.

"Option Price" means the price per Share at which an Option is exercisable.

"Right" means a Director's free standing entitlement to a payment in
accordance with Section 2.2 hereof.

"Rightsholder" means a Director who holds an unexercised and outstanding
Option under the Stock Option Plan.

"Shares" means units consisting of Common Stock, with par value equal to
$.001 per share, of the Company with stock purchase rights attached and
such additional and substitute securities and other property as may be
issuable upon the exercise of Options.

"Stock Option Plan" means the United Retail Group, Inc. 1999 Stock Option
Plan, as amended, and any stock option plan adopted by the Company from
time to time after the Effective Date, as amended.

"Value" means (a) if the Shares are listed or admitted to trading on a
national securities exchange (including the National Market System of the
National Association of Securities Dealers Automated Quotation System
("NASDAQ")), the closing price of Shares on the principal securities
exchange on which the Shares are listed or admitted to trading on the day
prior to the date of determination, or if no closing price can be
determined for the date of determination, the most recent date for which
such price can reasonably be ascertained, or (b) if the Shares are not
listed or admitted to trading on a national securities exchange but are
publicly traded, the mean between the representative bid and asked prices
of the Shares in the over-the-counter market at the closing of the day
prior to the date of determination or the most recent such bid and asked
prices then available, as reported by NASDAQ or if the Shares are not then
quoted by NASDAQ as furnished by any market maker selected from time to
time by the Chairman of the Board of the Company for that purpose, or (c)
if neither (a) nor (b) is applicable, the fair market value on the
applicable date as determined by the Chairman in good faith using factors
he deems to be relevant including but not limited to any sale of Shares to
an independent third party.

Section 2.        Grants.

         2.1. Formula. Beginning on the Effective Date, each Director
elected at each Annual Meeting will automatically be granted one Right for
each Share issuable upon exercise of each Option granted at the same Annual
Meeting. For example, on the Effective Date each Director elected on that
date was granted 3,000 Rights under this Stock Appreciation Rights Plan and
3,000 Options under the Stock Option Plan.

         2.2. Payment. Each Right granted to a Director under this Section
2 shall be automatically exercised without notice if and when a Share is
issued under the Stock Option Plan upon the exercise of the contemporaneous
Option with which the Right is associated. As soon as practicable after
such Share is issued, the Company shall pay to the Holder of the Right an
amount in cash equal to the remainder of (i) the Value of the Share
determined as of the date the Option is exercised minus (ii) the Option
Price and any applicable withholding taxes.

         2.3. Termination. In the event that the contemporaneous Option
with which a Right is associated lapses, is surrendered for cancellation or
otherwise becomes unexercisable, the Right shall terminate and the Company
shall have no liability with respect to the termination of the Right.

Section 3.        Administration.

         3.1. Powers of Chairman. The Chairman of the Board of the Company
will have the power to do the following:

                  3.1.1. To maintain records relating to Rightsholders and
Holders;

                  3.1.2. To prepare and furnish to Rightsholders and
Holders all information required by applicable law;

                  3.1.3. To construe and apply the provisions of this Stock
Appreciation Rights Plan and to correct defects and omissions therein;

                  3.1.4. To engage assistants and professional advisers;

                  3.1.5. To provide procedures for determination of claims
under this Stock Appreciation Rights Plan;

                  3.1.6. To make any factual determinations necessary or
useful under this Stock Appreciation Rights Plan; and

                  3.1.7. To adopt and revise rules, regulations and
policies under this Stock Appreciation Rights Plan.

         3.2. Binding Effect of Actions. All actions taken by the Chairman
under this Stock Appreciation Rights Plan will be final and binding on all
persons.

         3.3. Indemnification. The Chairman shall not be personally liable
for any action, interpretation or determination made with respect to this
Stock Appreciation Rights Plan and shall be fully indemnified and protected
by the Company with respect to any liability he may incur with respect to
any such action, interpretation or determination, to the extent permitted
by applicable law and to the extent provided in the Company's Certificate
of Incorporation and By-laws, as amended from time to time.

Section 4.        Rights of Holders.

         4.1. Amendment. No amendment to this Stock Appreciation Rights
Plan or any grant hereunder shall be made so as to impair or adversely
alter the rights of any Holder without such Holder's consent.

         4.2. No Right to Employment. Nothing in this Stock Appreciation
Rights Plan or in any Right will confer upon any Director any right to
continue in office.

         4.3. Successors and Assigns. The obligations of the Company under
this Stock Appreciation Rights Plan will be binding upon any successor
corporation or organization resulting from the merger, consolidation or
other reorganization of the Company, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of
the Company.

         4.4. Rights as Stockholder. No Holder will have any of the rights
of a stockholder of the Company.

         4.5. Beneficiaries and Assignment of Rights. No Right may be
assigned, pledged, hypothecated, given, or otherwise transferred by the
Holder, except that (i) a Rightsholder will be entitled to designate a
beneficiary of the Right upon the Rightsholder's death by delivering such
designation in writing to the Vice President-Associate Services of the
Company, (ii) if no such designation is made by the Rightsholder, the Right
will be transferred upon the Rightsholder's death as determined under the
applicable laws of descent and distribution, (iii) a Right shall be
transferred in accordance with a qualified domestic relations order (as
defined in the Internal Revenue Code), and (iv) a Holder may sell and
assign a Right to the Company for a price agreed by the Holder and the
Chairman of the Board of the Company to be fair and in the best interests
of the Company and its stockholders. If a Holder suffers a disability and
does not have the capacity to receive a payment, such payment will be made
to the Holder's guardian or attorney-in-fact.

         5.       Miscellaneous.

         5.1. Notices. Notices permitted to be made under this Stock
Appreciation Rights Plan will be sufficiently made if personally delivered
or sent by first-class certified mail addressed (i) to the Holder at the
Holder's address as set forth in the books and records of the Company, or
(ii) to the Company at the principal office of the Company to the attention
of the Vice President-Associate Services. Any party may change its address
through the method described above.

         5.2. Captions. The captions and section numbers appearing in this
Stock Appreciation Rights Plan are inserted only as a matter of
convenience. They do not define, limit, construe or describe the scope or
intent of the provisions of this Stock Appreciation Rights Plan.

         5.3. Applicable Law. This Stock Appreciation Rights Plan will be
governed by and interpreted, construed, and applied in accordance with the
laws of the State of New Jersey to the extent that they apply.

         5.4. Severability. If any provisions of this Stock Appreciation
Rights Plan are held illegal or invalid for any reason, such illegality or
invalidity will not affect the remaining parts of the Plan, and the Plan
will be construed and enforced as if the illegal or invalid provision had
not been included.

         5.5. Interpretation. The provisions of this Stock Appreciation
Rights Plan with respect to a Right shall be interpreted, construed and
applied as much as possible in a manner consistent with the interpretation,
construction and application of the Stock Option Agreement for the
contemporaneous Option with which the Right is associated.