Exhibit No. 10

SUPER-BONUS
PLAN AGREEMENT

This Super-Bonus Plan
Agreement made as of the 28th day of May, 2004, between United Retail
Incorporated, a Delaware corporation, with principal offices at 365 West Passaic
Street, Rochelle Park, New Jersey 07662-6563 (the Company) and Joann
Fielder, residing at 6 Alan Drive, Short Hills, New Jersey 07078 (the
Executive)

WHEREAS,
the Executive has been offered employment by the Company as its Senior Vice President,
Design; and

WHEREAS,
the Executive desires to provide such services to the Company; and

WHEREAS, the
parties desire to provide the opportunity for the Executive to earn a one-time bonus for
superior performance.

NOW,
THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth,
the parties hereto, intending to be legally bound, hereby agree as follows:

1.    
          Definitions.

1. Fiscal Year shall mean any fiscal year of United  Retail  Group,  Inc.  commencing  after the date of this
                  Agreement (the current year is Fiscal 2004).
2. Operating  Income  shall mean the  consolidated  operating  income of United  Retail  Group,  Inc. and its
                  subsidiaries  determined in accordance with generally accepted accounting  principles and audited
                  by independent auditors.
3. Protected  Information shall mean designs,  trade secrets,  confidential or proprietary  information,  and
                  all other knowledge,  know-how,  information,  documents or materials,  owned or developed by the
                  Company,  or  otherwise  in the  possession  of the  Company,  whether  tangible  or  intangible,
                  pertaining  to the  business of the  Company,  the  confidentiality  of which the  Company  takes
                  reasonable  measures  to protect,  including,  but not limited  to, the  Company's  research  and
                  development   operations,   identities  and  habits  of  customers  and  prospective   customers,
                  suppliers,  business  relationships,  products  (including  prices,  costs,  sales  or  content),
                  processes,  techniques,  contracts,  financial information or measures,  business methods, future
                  business plans, data bases, computer programs,  models,  operating  procedures,  knowledge of the
                  organization,  and other  information  owned,  developed or  possessed by the Company;  provided,
                  however,  that Protected  Information  shall not include  information that shall become generally
                  known to the public or the trade without violation of Section 6.
4. Sales shall mean the consolidated net sales of United Retail Group,  Inc. and its subsidiaries  determined
                  in accordance with generally accepted accounting principles and audited by independent auditors.
5. Unauthorized  shall mean: (i) in  contravention  of the Company's  policies or procedures;  (ii) otherwise
                  inconsistent with the Company's  measures to protect its interests in its Protected  Information;
                  or (iii) in contravention of any legal duty.

2.    
          Representation, Warranty and Covenant of Executive. The Executive
          represents, warrants and covenants to the Company that she is not and will not
          become a party to any agreement, contract or understanding, whether employment
          or otherwise, which would in any way restrict or prohibit her from undertaking
          or performing her employment.

3.    
          Representation, Warranty and Covenant of the Company. The Company
          represents and warrants that this Agreement constitutes a valid and legally
          binding obligation of the Company enforceable in accordance with the terms
          herein set forth, except to the extent that the enforceability of this Agreement
          may be affected by bankruptcy, insolvency, reorganization, moratorium, or
          similar laws or equitable principles affecting creditors rights generally.

4.    
          Initial Bonus Compensation. The Executive shall be paid a cash bonus in
          the amount of $666,666.67 (the Initial Bonus Amount), subject to
          strict satisfaction of all the following conditions:

1. during any Fiscal Year prior to Fiscal  2008  Operating  Income  shall be at least $25.0
                           million;
2. in the Fiscal  Year  immediately  following  the Fiscal  Year  referred to in clause (i)
                           above,  Operating  Income shall increase to at least $27.5 million and Sales shall be at
                           least 2% higher;
3. at all times during the two Fiscal Years and for three months  thereafter  the Executive
                           shall  have been  employed  by the  Company  and  shall  have  been  either at work,  on
                           vacation  or  receiving  temporary  disability  benefits  for  a  condition  other  than
                           Permanent Disability ("Employed");
4. United Retail Group, Inc. shall not have made corporate  acquisitions  after the date of
                           this Agreement for total consideration in excess of $50 million; and
5. United  Retail  Group,   Inc.  shall  not  have  merged  or  consolidated  with  another
                           corporation.

The Initial Bonus Amount shall be
payable in three equal installments, without interest: one-third three months after the
end of the second Fiscal Year, one-third on the first anniversary of the end of the second
Fiscal Year and one-third on the second anniversary of the end of the second Fiscal Year,
provided, however, that the second and third installments shall be payable only if at all
times prior to the anniversary date in question the Executive shall have been Employed
(there shall be no proration of the second or third installment of the Initial Bonus
Amount in the event that the Executive shall be Employed for only a portion of the year
preceding the date on which the installment would otherwise be payable).

5.    
          Incremental Bonus Compensation. If and only if the Executive shall have
          earned and received the Initial Bonus Amount in full, the Executive shall be
          paid an additional cash bonus in the amount of $333,333.33 in the event that
          during the fiscal year of United Retail Group, Inc. commencing immediately after
          the second Fiscal Year referred to in Section 4 Operating Income shall increase
          to at least $30.0 million and Sales shall increase at least a further 2%.

6.    
          Restrictive Covenants and Confidentiality.

1. The Executive  agrees that she shall not solicit,  raid,  entice,  encourage or induce any person
                  who at any time  within one year prior  thereto  shall have been an  employee  of the  Company to
                  become  employed by any person,  firm or  corporation,  and the Executive  shall not approach any
                  such  employee for such  purpose or authorize or knowingly  approve the taking of such actions by
                  any other person,  firm or corporation  or assist any such person,  firm or corporation in taking
                  such action.  The Executive  shall be bound by the  provisions of Section 6(a), and shall perform
                  her  obligations  pursuant to Section 6(a),  during the term of her  employment and for 12 months
                  thereafter.
2. During the term of her  employment  and  thereafter,  the  Executive  will not use,  disclose  or
                  divulge,   furnish  or  make  accessible  to  anyone,  directly  or  indirectly,   any  Protected
                  Information in any Unauthorized manner or for any Unauthorized purpose,  provided,  however, that
                  in the event that the  Executive  is required  to disclose  any  Protected  Information  by court
                  order or decree or in compliance  with the rules and  regulations of a governmental  agency or in
                  compliance  with law, the Executive  will provide the Company with prompt notice of such required
                  disclosure  so that the  Company  may seek an  appropriate  protective  order  and/or  waive  the
                  Executive's  compliance with the provisions of this Section 6 and provided,  further, that if, in
                  the  absence  of a  protective  order or the  receipt of a waiver  hereunder,  the  Executive  is
                  advised by her  counsel  that such  disclosure  is  necessary  to comply  with such court  order,
                  decree, rule, regulation or law, she may disclose such information without liability hereunder.
3. The Executive agrees that all designs, copyrights,  processes,  techniques, know-how, inventions,
                  plans, products, and devices developed,  made or invented by the Executive,  alone or with others
                  in connection  with the  Executive's  employment  hereunder,  during the term of her  employment,
                  shall become and be the sole property of the Company unless released in writing by the Company.
4. The  provisions of this Section 6 shall survive the  termination of the  Executive's  employment,
                  irrespective of the reason therefor.
5. The  Executive  acknowledges  that the services to be rendered by the Executive are of a special,
                  unique and  extraordinary  character and, in connection  with such  services,  the Executive will
                  have access to  confidential  information  vital to the  Company's  business.  By reason of this,
                  the Executive  consents and agrees that if the Executive  violates any of the  provisions of this
                  Section 6, the Company  would sustain  irreparable  harm and, and  therefore,  in addition to any
                  other remedies  which the Company may have under this  Agreement or otherwise,  the Company shall
                  be entitled to an injunction from any court of competent  jurisdiction  restraining the Executive
                  from  committing or continuing any such  violation of this Section 6. The Executive  acknowledges
                  that  damages at law would not be an adequate  remedy for  violation  of this  Section 6, and the
                  Executive  therefore  agrees that the provisions of this Section 6 may be  specifically  enforced
                  against  the  Executive  in  any  court  of  competent  jurisdiction.  Nothing  herein  shall  be
                  construed as prohibiting  the Company from pursuing any other  remedies  available to the Company
                  for such breach or threatened breach, including the recovery of damages from the Executive.

7.    
          Deductions and Withholding. The Executive agrees that the Company shall
          withhold from the Bonus Amount all Federal, state, local and/or other taxes
          which the Company determines are required to be withheld in accordance with
          applicable statues and/or regulations from time to time in effect.

8.    
          Mutual Non-Disparagement. Neither the Executive nor the Company will make
          or authorize any public statement disparaging the other in its or her business
          interests and affairs. Notwithstanding the foregoing, neither party shall be (i)
          required to make any statement which it or she believes to be false or
          inaccurate, or (ii) restricted in connection with any litigation, arbitration or
          similar proceeding or with respect to its response to any legal process. The
          provisions of this Section 8 shall survive the termination of the
          Executives employment, irrespective of the reason therefor.

9.    
          Governing Law. This Agreement shall be subject to, and governed by, the
          internal laws of the State of New Jersey.

10.    
          Assignability. The Executive may not, without the Companys written
          consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or
          otherwise dispose of this Agreement or any interest herein. Any such attempted
          delegation or disposition shall be null and void ab initio and
          without effect.

11.    
          Notices. All notices, requests, demands and other communications
          hereunder shall be in writing and shall be delivered personally or sent by
          registered or certified mail, return receipt requested, to the other party
          hereto at her or its address as set forth at the beginning of this Agreement
          and, in the case of the Company, addressed to the attention of its General
          Counsel. Either party may change the address to which notices, requests, demands
          and other communications hereunder shall be sent by sending written notice of
          such change of address to the other party.

12.    
          At Will Employment. This Agreement does not create any right
          to continued employment by the Executive. Employment shall be at
          will and may be terminated without cause at any time by the Executive or
          by the Company, without any entitlement to future payment of the Bonus Amount.

13.    
          Counterparts. This Agreement may be executed in one or more counterparts,
          which shall collectively and separately, constitute one agreement.

IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement in duplicate
originals.

| |                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------
| | UNITED RETAIL INCORPORATEDBy: /s/ RAY BROWNName: Ray BrownTitle: Vice President-Associate Services/s/ JOANN FIELDERJoann Fielder

KPC:jmt 04.2004bonus plan
agreement