##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 5, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from  to
 Commission file number 00019774
 United Retail Group, Inc.
  Delaware
    
    51 0303670State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization
    
    Identification No.)
 365 West Passaic Street, Rochelle Park, NJ
    
    07662(Address of principal executive offices)
    
    (Zip Code)
 (201) 845-0880
 
   þ o
  o þ o
  o þ
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
  o o
 APPLICABLE ONLY TO CORPORATE ISSUERS:




---



TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 6. EXHIBITSSIGNATURESEXHIBIT INDEXITEM 6. EXHIBITSEX-31: CERTIFICATIONEX-32: CERTIFICATIONS    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
 May 5,
    
    
    February 3,
    
    
    April 29,2007
    
    
    2007
    
    
    2006(Unaudited)
    
    
    
    
    
    
    (Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    34,450
    
    
    $
    36,394
    
    
    $
    32,954Accounts receivable
    
    
    4,081
    
    
    
    3,813
    
    
    
    2,046Inventory
    
    
    70,987
    
    
    
    70,738
    
    
    
    62,413Prepaid rents
    
    
    4,715
    
    
    
    4,656
    
    
    
    4,621Restricted cash and cash equivalents
    
    
    617
    
    
    
    910
    
    
    
    560Current deferred taxes
    
    
    3,845
    
    
    
    4,295
    
    
    
    7,490Other prepaid expenses
    
    
    2,340
    
    
    
    2,028
    
    
    
    1,544Total current assets
    
    
    121,035
    
    
    
    122,834
    
    
    
    111,628Property and equipment, net
    
    
    62,078
    
    
    
    62,887
    
    
    
    64,068Deferred compensation plan assets
    
    
    5,435
    
    
    
    5,148
    
    
    
    4,490Long-term deferred taxes
    
    
    13,084
    
    
    
    13,147
    
    
    
    10,394Other intangible assets, net of accumulated
amortization of $588, $575 and $533
    
    
    294
    
    
    
    307
    
    
    
    350Other assets
    
    
    1,082
    
    
    
    1,249
    
    
    
    1,554Total assets
    
    $
    203,008
    
    
    $
    205,572
    
    
    $
    192,484LIABILITIESCurrent liabilities:Current portion of distribution center financing
    
    $
    841
    
    
    $
    817
    
    
    $
    772Capital leases
    
    
    
    
    
    
    404
    
    
    
    1,232Accounts payable and other
    
    
    24,113
    
    
    
    25,335
    
    
    
    26,120Disbursement accounts
    
    
    8,602
    
    
    
    9,430
    
    
    
    9,430Accrued expenses
    
    
    24,218
    
    
    
    24,575
    
    
    
    23,402Total current liabilities
    
    
    57,774
    
    
    
    60,561
    
    
    
    60,956Long-term distribution center financing
    
    
    837
    
    
    
    1,060
    
    
    
    1,678Deferred lease incentives
    
    
    10,238
    
    
    
    10,383
    
    
    
    10,038Deferred compensation plan liabilities
    
    
    5,435
    
    
    
    5,148
    
    
    
    4,490Other long-term liabilities
    
    
    9,134
    
    
    
    9,027
    
    
    
    9,123Total liabilities
    
    
    83,418
    
    
    
    86,179
    
    
    
    86,285STOCKHOLDERS EQUITYPreferred stock, $.001 par value; authorized
1,000,000 shares; none issuedSeries A junior participating preferred stock,
$.001 par value; authorized 150,000 shares;
none issuedCommon stock, $.001 par value; authorized
30,000,000 shares; issued 15,404,400 shares,
15,265,100 shares, and 14,810,400 shares
    
    
    15
    
    
    
    15
    
    
    
    15Additional paid-in capital
    
    
    94,203
    
    
    
    92,861
    
    
    
    88,924Deferred compensation obligation (279,870 shares)
    
    
    1,353
    
    
    
    1,353
    
    
    
    1,353Retained earnings (accumulated deficit)
    
    
    33,521
    
    
    
    34,359
    
    
    
    23,693Treasury stock (1,428,641 shares, 1,404,902 shares
and 1,317,750 shares) at cost
    
    
    (9,502
    )
    
    
    (9,195
    )
    
    
    (7,786
    )Total stockholders equity
    
    
    119,590
    
    
    
    119,393
    
    
    
    106,199Total liabilities and stockholders equity
    
    $
    203,008
    
    
    $
    205,572
    
    
    $
    192,484




---



##### Table of Contents



UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
(Unaudited)
 Thirteen Weeks EndedMay 5,
    
    
    April 29,2007
    
    
    2006Net sales
    
    $
    111,024
    
    
    $
    109,420Cost of goods sold, including
buying and occupancy costs
    
    
    85,564
    
    
    
    80,994Gross profit
    
    
    25,460
    
    
    
    28,426General, administrative and
store operating expenses
    
    
    25,447
    
    
    
    25,390Operating income
    
    
    13
    
    
    
    3,036Interest income
    
    
    261
    
    
    
    226Interest expense
    
    
    (93
    )
    
    
    (143
    )Income before income taxes
    
    
    181
    
    
    
    3,119Provision for income taxes
    
    
    66
    
    
    
    1,183Net income
    
    $
    115
    
    
    $
    1,936Net income per shareBasic
    
    $
    0.01
    
    
    $
    0.14Diluted
    
    $
    0.01
    
    
    $
    0.14Weighted average number of
shares outstandingBasic
    
    
    13,717,799
    
    
    
    13,391,393Common stock equivalents
    
    
    413,930
    
    
    
    737,562Diluted
    
    
    14,131,729
    
    
    
    14,128,955




---



##### Table of Contents



UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
 Thirteen Weeks EndedMay 5,
    
    
    April 29,2007
    
    
    2006Cash Flows From Operating Activities:Net income
    
    $
    115
    
    
    $
    1,936Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization of property and equipment
    
    
    2,987
    
    
    
    3,119Amortization of deferred charges and other
intangible assets
    
    
    20
    
    
    
    24Loss on disposal of assets
    
    
    230
    
    
    
    42Non-cash compensation expense
    
    
    307
    
    
    
    146Tax benefit from exercise of stock options
    
    
    (197
    )
    
    
    (174
    )Provision for deferred income taxes
    
    
    (207
    )
    
    
    1,113Changes in operating assets and liabilities:Accounts receivable
    
    
    (453
    )
    
    
    1,853Income taxes
    
    
    215
    
    
    
    2Inventory
    
    
    (249
    )
    
    
    388Accounts payable and accrued expenses
    
    
    (1,410
    )
    
    
    (6,508
    )Other current assets
    
    
    (78
    )
    
    
    176Deferred lease incentives
    
    
    (145
    )
    
    
    (598
    )Other assets and liabilities
    
    
    36
    
    
    
    56Net Cash Provided by Operating Activities
    
    
    1,171
    
    
    
    1,575Investing Activities:Capital expenditures
    
    
    (2,409
    )
    
    
    (438
    )Deferred payment for property and equipment
    
    
    
    
    
    
    51Net Cash Used in Investing Activities
    
    
    (2,409
    )
    
    
    (387
    )Financing Activities:Repayments of long-term debt
    
    
    (200
    )
    
    
    (183
    )Payments on capital lease obligations
    
    
    (405
    )
    
    
    (463
    )(Decrease) increase in disbursement accounts
    
    
    (828
    )
    
    
    (810
    )Repayments under line-of-credit agreement
    
    
    
    
    
    
    Tax benefit from exercise of stock options
    
    
    197
    
    
    
    174Treasury stock acquired
    
    
    (307
    )
    
    
    (81
    )Proceeds from exercise of stock options
    
    
    837
    
    
    
    861Net Cash Used in Financing Activities
    
    
    (706
    )
    
    
    (502
    )Net (decrease) increase in cash and cash equivalents
    
    
    (1,944
    )
    
    
    686Cash and cash equivalents, beginning of period
    
    
    36,394
    
    
    
    32,268Cash and cash equivalents, end of period
    
    $
    34,450
    
    
    $
    32,954




---



##### Table of Contents



1. Basis of Presentation
   2. Recent Accounting Pronouncements




---



##### Table of Contents



3. Inventories
  4. Income Taxes
    5. Net Earnings Per Share




---



##### Table of Contents



6. Share Based Compensation
  Thirteen Weeks EndedMay 5,
    
    
    April 29,2007
    
    
    2006Compensation
expense associated
with stock options,
stock appreciation
rights settled in
stock and
restricted stock
    
    $
    307
    
    
    $
    146Compensation
expense associated
with stock
appreciation rights
settled in cash.
    
    
    39
    
    
    
    490Total share based
compensation
expense
    
    $
    346
    
    
    $
    636Income tax benefit
associated with
share based
compensation
    
    $
    197
    
    
    $
    174
   7. Financing Agreement




---



##### Table of Contents



8. Supplemental Cash Flow Information
  Thirteen Weeks EndedMay 5,
    
    
    April 29,2007
    
    
    2006Cash interest paid
    
    $
    178
    
    
    $
    164Cash interest received
    
    
    (261
    )
    
    
    (314
    )Net cash interest (received)
    
    ($
    83
    )
    
    ($
    150
    )Net income taxes paid
    
    $
    21
    
    
    $
    68
  9. Contingencies
   Matthews vs. United Retail Incorporated




---



##### Table of Contents



Matthews
 Matthews Matthews




---



##### Table of Contents



Introduction
  Products and Purchasing
   Customer Base
  Merchandising and Marketing
    Channel of Distribution




---



##### Table of Contents



Increased Competition
  Deflationary Price Trend in Apparel Industry
 st
 Growth
     Liquidity




---



##### Table of Contents








---



##### Table of Contents



First quarter of fiscal 2007 versus first quarter of fiscal 2006
   Amount
    
    Attributable to$ 0.2 million
    
    0.4% comparable store sales increase*2.3 million
    
    new stores2.1 million
    
    shop @ home sales increase(2.8) million
    
    closed stores(0.2) million
    
    other$ 1.6 million
    
    Total
 
 *
    
    A store that is relocated within the same shopping center or mall is considered comparable.
However, if the store is relocated elsewhere, it is considered a new store and not comparable. A
store that is expanded or contracted is still comparable, i.e., the sales from the remodeled store
are considered comparable. Stores that are closed are not considered comparable. The comparable
store sales calculation is not adjusted for changes in the store sales return reserve and excludes
sales on the Internet.




---



##### Table of Contents








---



##### Table of Contents



May Sales
  Increased Competition
  Liquidity and Capital Resources
  Cash Flow Information
  Balance Sheet Sources of Liquidity




---



##### Table of Contents



Other Liquidity Sources




---



##### Table of Contents



Capital Expenditures
    Principal Contractual Obligations




---



##### Table of Contents



Pending Litigation
  Matthews vs. United Retail Incorporated
   Matthews
 Matthews Matthews
  Meeting Cash Requirements




---



##### Table of Contents



Critical Accounting Policies
  Introduction
  Inventory




---



##### Table of Contents



Incurred But Not Reported Claims For Personal Injuries And Medical Benefits
   Long Lived Assets




---



##### Table of Contents



Tax Matters
      Private Label Credit Cards Issued By World Financial Network National Bank




---



##### Table of Contents



Share Based Compensation
   Growth




---



##### Table of Contents



E-Commerce
  Off-Balance Sheet Arrangements
  Future Results




---



##### Table of Contents



Stockholder Rights Plan




---



##### Table of Contents



Assumed Price Per Shareat May 5, 2007
    
    Pro FormaIncrease (Decrease) In Expense$15.93
    
    $ 0.2 million$17.93
    
    $ 0.5 million$11.93
    
    $(0.2) million$ 9.93
    
    $(0.4) million




---



##### Table of Contents



Disclosure Controls
    Internal Control Over Financial Reporting




---



##### Table of Contents



PART II  OTHER INFORMATION




---



##### Table of Contents



Number in Filing
    
    Description3
    
    Restated By-laws of the Corporation, as amended on March
2, 200710
    
    Amendment, dated as of March 2, 2007, to the Financing
Agreement between the Corporation, United Retail
Incorporated and Cloudwalkers, Inc. and The CIT
Group/Business Credit, Inc. (CIT)99.1
    
    Restated Audit Committee Charter, as amended March 2, 2007
  Number in Filing
    
    Description10*
    
    Form of Severance Pay Agreement14
    
    Code of Ethics for Principal Executive and Senior
Financial Officers pursuant to Section 406
  Number in Filing
    
    Description10*
    
    Form of Stock Appreciation Rights Settled in Cash Award
Agreement under 2006 Equity-Based Compensation and
Performance Incentive Plan (2006 Plan)
  Number in Filing
    
    Description10.1*
    
    Amendment, dated as of August 25, 2006, to Employment
Agreement, dated September 3, 2004, between the
Corporation and Raphael Benaroya (Benaroya Employment
Agreement)10.2*
    
    Amendment, dated as of August 25, 2006, to Employment
Agreement, dated September 3, 2004, between the
Corporation and George R. Remeta (Remeta Employment
Agreement)10.3*
    
    Form of Incentive Stock Option Award Agreement under 2006
Plan




---



##### Table of Contents



Number in Filing
    
    Description10*
    
    Amendment, dated as of August 25, 2006, to Employment
Agreement, dated September 3, 2004, between the
Corporation and Kenneth P. Carroll (Carroll Employment
Agreement)
  Number in Filing
    
    Description10.1*
    
    Form of Incentive Compensation Award Agreement under 2006
Plan10.2*
    
    Form of Stock Appreciation Rights Settled in Stock Award
Agreement under 2006 Plan10.3*
    
    Form of Restricted Stock Award Agreement under 2006 Plan
  Number in Filing
    
    Description10*
    
    Bonus Agreement, dated June 1, 2006, between the
Corporation and Ellen Demaio (Confidential portions filed
separately with the Secretary of the Commission)
  Number in Filing
    
    Description10.1*
    
    Form of Nonqualified Stock Option Award Agreement under
2006 Plan10.2*
    
    Form of Stock Appreciation Right settled in cash Award
Agreement under the 2006 Plan10.3*
    
    Form of Stock Appreciation Right settled in cash granted
to nonmanagement Directors under the Corporations former
Stock Appreciation Rights Plan10.4*
    
    Tax Accounting Fee Reimbursement Plan
   Number in Filing
    
    Description10
    
    Private Label Credit Card Program Agreement between the
Corporation and United Retail Incorporated and World
Financial Network National Bank (Confidential portions
filed separately with the Secretary of the Commission)




---



##### Table of Contents



Number in Filing
    
    Description10.1*
    
    Spring 2006 Incentive Compensation Plan Agreement
  Number in Filing
    
    Description10.2*
    
    Amendment to Supplemental Retirement Savings Plan10.3*
    
    Amendment, dated August 26, 2005, to Benaroya Employment
Agreement10.4*
    
    Amendment, dated August 26, 2005, to Remeta Employment
Agreement10.5*
    
    Amendment, dated August 26, 2005, to Carroll Employment
Agreement10.6*
    
    Form of Severance Pay Agreements, dated August 26, 2005,
between the Corporation and Terence Puffer and Rose
Panicali, respectively10.9*
    
    Bonus Agreement, dated August 22, 2005, between the
Corporation and Rose Panicali
  Number in Filing
    
    Description10.1*
    
    Supplemental Retirement Savings Plan10.2*
    
    Form of Severance Pay Agreement10.3*
    
    Amendment to 2003 Stock Option Plan10.4*
    
    Amendment to 2001 Stock Option Plan10.5*
    
    Amendment to 1999 Stock Option Plan10.6*
    
    Amendment to 1996 Stock Option Plan10.7*
    
    Amendment to 1990 Stock Option Plan10.8*
    
    Amendment to Stock Option Agreement, dated May 21, 1998,
between the Corporation and Raphael Benaroya (Benaroya
Stock Option)10.9*
    
    Amendment to Stock Option Agreement, dated May 21, 1998,
between the Corporation and George R. Remeta (Remeta
Stock Option)10.10*
    
    Amendment to Benaroya Employment Agreement10.11*
    
    Amendment to Remeta Employment Agreement10.12*
    
    Amendment to Carroll Employment Agreement
  Number in Filing
    
    Description10*
    
    Restated Stock Appreciation Rights Plan
  Number in Filing
    
    Description21
    
    Subsidiaries of the Corporation




---



##### Table of Contents



Number in Filing
    
    Description10.1*
    
    Benaroya Employment Agreement10.2*
    
    Remeta Employment Agreement10.3*
    
    Carroll Employment Agreement
  Number in Filing
    
    Description10*
    
    Bonus agreement, dated May 28, 2004, between the
Corporation and Joann Fielder
  Number in Filing
    
    Description10.2*
    
    Form of Indemnification Agreement between the Corporation
and each of its Directors
  Number in Filing
    
    Description10
    
    Amendment, dated December 23, 2003, to Financing
Agreement among the Corporation, United Retail
Incorporated, Cloudwalkers, Inc. and CIT
   Number in Filing
    
    Description10.1
    
    Amendment, dated January 31, 2003, to Financing Agreement
among the Corporation, United Retail Incorporated,
Cloudwalkers, Inc. and CIT
  Number in Filing
    
    Description10.1
    
    Amendment, dated August 2, 2002, to Financing Agreement
among the Corporation, United Retail Incorporated,
Cloudwalkers, Inc. and CIT




---



##### Table of Contents



Number in Filing
    
    Description10.4*
    
    Summary Plan Description for United Retail Group, Inc.
Incentive Compensation Program for Executives
   Number in Filing
    
    Description10
    
    Amendment, dated August 21, 2000, to Financing Agreement
among the Corporation, United Retail Incorporated,
Cloudwalkers, Inc. and CIT
  Number in Filing
    
    Description10.2
    
    Amendment, dated December 28, 1999, to Financing
Agreement among the Corporation, United Retail
Incorporated and CIT (Financing Agreement)10.3
    
    Amendment, dated January 31, 2000, to Financing Agreement
among the Corporation, United Retail Incorporated,
Cloudwalkers, Inc. and CIT
  Number in Filing
    
    Description10.1
    
    Amendment, dated October 6, 1999, to Financing Agreement
  Number in Filing
    
    Description3
    
    Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock
   Number in Filing
    
    Description10.1
    
    Amendment, dated March 29, 1999, to Financing Agreement




---



##### Table of Contents



Number in Filing
    
    Description10.1*
    
    Benaroya Stock Option10.2*
    
    Remeta Stock Option
  Number in Filing
    
    Description10.1
    
    Restated Stockholders Agreement, dated December 23,
1992, between the Corporation and certain of its
stockholders and Amendment No. 1, Amendment No. 2 and
Amendment No. 3 thereto10.4*
    
    Restated 1990 Stock Option Plan as of March 6, 199810.5*
    
    Restated 1990 Stock Option Plan as of May 28, 199610.6*
    
    Restated 1996 Stock Option Plan as of March 6, 1998
  Number in Filing
    
    Description0.1
    
    Amendment, dated September 15, 1997, to Financing
Agreement
  Number in Filing
    
    Description10.1
    
    Financing Agreement
 
 *
    
    A compensatory plan for the benefit of the Corporations management or a management contract.  Number in Filing
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of the
Corporation4.1
    
    Specimen Certificate for Common Stock of the
Corporation




---



##### Table of Contents



SIGNATURES
  UNITED RETAIL GROUP, INC.
  By:
    
    /s/ GEORGE R. REMETAGeorge R. Remeta, Vice Chairman of the Board, Chief Administrative Officer and
Chief Financial Officer  Authorized SignatoryBy:
    
    /s/ JOHN J. OCONNELL IIIVice President  Finance, Chief Accounting Officer




---



##### Table of Contents



EXHIBIT INDEX
 
      Number in Filing
    
    Description3
    
    Restated By-laws of the Corporation, as amended on March
2, 200710
    
    Amendment, dated as of March 2, 2007, to the Financing
Agreement between the Corporation, United Retail
Incorporated and Cloudwalkers, Inc. and The CIT
Group/Business Credit, Inc. (CIT)99.1
    
    Restated Audit Committee Charter, as amended March 2, 2007
  Number in Filing
    
    Description10*
    
    Form of Severance Pay Agreement14
    
    Code of Ethics for Principal Executive and Senior
Financial Officers pursuant to Section 406
  Number in Filing
    
    Description10*
    
    Form of Stock Appreciation Rights Settled in Cash Award
Agreement under 2006 Equity-Based Compensation and
Performance Incentive Plan (2006 Plan)
  Number in Filing
    
    Description10.1*
    
    Amendment, dated as of August 25, 2006, to Employment
Agreement, dated September 3, 2004, between the
Corporation and Raphael Benaroya (Benaroya Employment
Agreement)10.2*
    
    Amendment, dated as of August 25, 2006, to Employment
Agreement, dated September 3, 2004, between the
Corporation and George R. Remeta (Remeta Employment
Agreement)10.3*
    
    Form of Incentive Stock Option Award Agreement under 2006
Plan




---



##### Table of Contents



Number in Filing
    
    Description10*
    
    Amendment, dated as of August 25, 2006, to Employment
Agreement, dated September 3, 2004, between the
Corporation and Kenneth P. Carroll (Carroll Employment
Agreement)
  Number in Filing
    
    Description10.1*
    
    Form of Incentive Compensation Award Agreement under 2006
Plan10.2*
    
    Form of Stock Appreciation Rights Settled in Stock Award
Agreement under 2006 Plan10.3*
    
    Form of Restricted Stock Award Agreement under 2006 Plan
  Number in Filing
    
    Description10*
    
    Bonus Agreement, dated June 1, 2006, between the
Corporation and Ellen Demaio (Confidential portions filed
separately with the Secretary of the Commission)
  Number in Filing
    
    Description10.1*
    
    Form of Nonqualified Stock Option Award Agreement under
2006 Plan10.2*
    
    Form of Stock Appreciation Right settled in cash Award
Agreement under the 2006 Plan10.3*
    
    Form of Stock Appreciation Right settled in cash granted
to nonmanagement Directors under the Corporations former
Stock Appreciation Rights Plan10.4*
    
    Tax Accounting Fee Reimbursement Plan
   Number in Filing
    
    Description10
    
    Private Label Credit Card Program Agreement between the
Corporation and United Retail Incorporated and World
Financial Network National Bank (Confidential portions
filed separately with the Secretary of the Commission)




---



##### Table of Contents



Number in Filing
    
    Description10.1*
    
    Spring 2006 Incentive Compensation Plan Agreement
  Number in Filing
    
    Description10.2*
    
    Amendment to Supplemental Retirement Savings Plan10.3*
    
    Amendment, dated August 26, 2005, to Benaroya Employment
Agreement10.4*
    
    Amendment, dated August 26, 2005, to Remeta Employment
Agreement10.5*
    
    Amendment, dated August 26, 2005, to Carroll Employment
Agreement10.6*
    
    Form of Severance Pay Agreements, dated August 26, 2005,
between the Corporation and Terence Puffer and Rose
Panicali, respectively10.9*
    
    Bonus Agreement, dated August 22, 2005, between the
Corporation and Rose Panicali
  Number in Filing
    
    Description10.1*
    
    Supplemental Retirement Savings Plan10.2*
    
    Form of Severance Pay Agreement10.3*
    
    Amendment to 2003 Stock Option Plan10.4*
    
    Amendment to 2001 Stock Option Plan10.5*
    
    Amendment to 1999 Stock Option Plan10.6*
    
    Amendment to 1996 Stock Option Plan10.7*
    
    Amendment to 1990 Stock Option Plan10.8*
    
    Amendment to Stock Option Agreement, dated May 21, 1998,
between the Corporation and Raphael Benaroya (Benaroya
Stock Option)10.9*
    
    Amendment to Stock Option Agreement, dated May 21, 1998,
between the Corporation and George R. Remeta (Remeta
Stock Option)10.10*
    
    Amendment to Benaroya Employment Agreement10.11*
    
    Amendment to Remeta Employment Agreement10.12*
    
    Amendment to Carroll Employment Agreement
  Number in Filing
    
    Description10*
    
    Restated Stock Appreciation Rights Plan




---



##### Table of Contents



Number in Filing
    
    Description21
    
    Subsidiaries of the Corporation
  Number in Filing
    
    Description10.1*
    
    Benaroya Employment Agreement10.2*
    
    Remeta Employment Agreement10.3*
    
    Carroll Employment Agreement
  Number in Filing
    
    Description10*
    
    Bonus agreement, dated May 28, 2004, between the
Corporation and Joann Fielder
  Number in Filing
    
    Description10.2*
    
    Form of Indemnification Agreement between the Corporation
and each of its Directors
  Number in Filing
    
    Description10
    
    Amendment, dated December 23, 2003, to Financing
Agreement among the Corporation, United Retail
Incorporated, Cloudwalkers, Inc. and CIT
   Number in Filing
    
    Description10.1
    
    Amendment, dated January 31, 2003, to Financing Agreement
among the Corporation, United Retail Incorporated,
Cloudwalkers, Inc. and CIT
  Number in Filing
    
    Description10.1
    
    Amendment, dated August 2, 2002, to Financing Agreement
among the Corporation, United Retail Incorporated,
Cloudwalkers, Inc. and CIT




---



##### Table of Contents



Number in Filing
    
    Description10.4*
    
    Summary Plan Description for United Retail Group, Inc.
Incentive Compensation Program for Executives
   Number in Filing
    
    Description10
    
    Amendment, dated August 21, 2000, to Financing Agreement
among the Corporation, United Retail Incorporated,
Cloudwalkers, Inc. and CIT
  Number in Filing
    
    Description10.2
    
    Amendment, dated December 28, 1999, to Financing
Agreement among the Corporation, United Retail
Incorporated and CIT (Financing Agreement)10.3
    
    Amendment, dated January 31, 2000, to Financing Agreement
among the Corporation, United Retail Incorporated,
Cloudwalkers, Inc. and CIT
  Number in Filing
    
    Description10.1
    
    Amendment, dated October 6, 1999, to Financing Agreement
  Number in Filing
    
    Description3
    
    Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock
   Number in Filing
    
    Description10.1
    
    Amendment, dated March 29, 1999, to Financing Agreement




---



##### Table of Contents



Number in Filing
    
    Description10.1*
    
    Benaroya Stock Option10.2*
    
    Remeta Stock Option
  Number in Filing
    
    Description10.1
    
    Restated Stockholders Agreement, dated December 23,
1992, between the Corporation and certain of its
stockholders and Amendment No. 1, Amendment No. 2 and
Amendment No. 3 thereto10.4*
    
    Restated 1990 Stock Option Plan as of March 6, 199810.5*
    
    Restated 1990 Stock Option Plan as of May 28, 199610.6*
    
    Restated 1996 Stock Option Plan as of March 6, 1998
  Number in Filing
    
    Description10.1
    
    Amendment, dated September 15, 1997, to Financing
Agreement
  Number in Filing
    
    Description10.1
    
    Financing Agreement
 
 *
    
    A compensatory plan for the benefit of the Corporations management or a management contract.  Number in Filing
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of the
Corporation4.1
    
    Specimen Certificate for Common Stock of the
Corporation