Exhibit 10.2

                   AMENDMENT TO THE AMENDED AND RESTATED
                            UNITED RETAIL GROUP
                    SUPPLEMENTAL RETIREMENT SAVINGS PLAN


                                  RECITALS

         United Retail Group, Inc. (the "Company") maintains for the
benefit of its employees the United Retail Group Supplemental Retirement
Savings Plan (the "Plan").

         The Company has adopted, effective as of January 1, 1997 an
amendment and restatement of the Plan.

         The Company wishes to revise certain provisions which appear in
the Plan.

         Therefore, this Amendment to the Plan shall be adopted effective
as of September 1, 2002.

                                 AMENDMENT

I.       Section 1 of the Plan shall be amended by inserting the following
         definition:

                  "Change in Control" means (a) the acquisition after
         September 1, 2002 by any person (defined for the purposes of this
         Section to mean any person within the meaning of Section 13(d) of
         the Securities Exchange Act of 1934(the "Exchange Act")), other
         than the Company, the Chief Executive Officer of the Company, or
         an employee benefit plan created by the Board of Directors of the
         Company for the benefit of its Associates, either directly or
         indirectly, of the beneficial ownership (determined under Rule
         13d-3 of the Regulations promulgated by the Securities and
         Exchange Commission ("SEC") under Section 13(d) of the Exchange
         Act) of any securities issued by the Company if, after such
         acquisition, such person is the beneficial owner of securities
         issued by the Company having 20% or more of the voting power in
         the election of Directors at the next meeting of the holders of
         voting securities to be held for such purpose of all of the voting
         securities issued by the Company, if such person acquired such
         beneficial ownership without the prior consent of the Board of
         Directors of the Company; (b) the election of a majority of the
         Directors, elected at any meeting of the holders of voting
         securities of the Company, who were not nominated for such
         election by the Board of Directors or a duly constituted committee
         of the Board of Directors; or (c) the merger or consolidation with
         or transfer of substantially all of the assets of the Company to
         another person if the Board of Directors does not adopt a
         resolution, before the Company enters into any agreement for such
         merger, consolidation or transfer, determining that it is not a
         Change in Control."


II.      Section 6.1.2 of the Plan shall be amended by adding the following
         sentence at the end of the section:

                  "Except as provided in Section 7 in the event of certain
         withdrawals by Participants, a Participant's Supplemental Matching
         Account will become fully vested upon the occurrence of a Change
         in Control."


III.     Section 7.2 of the Plan shall be amended in its entirety and
         restated to read as follows:

                  "7.2. Benefit upon Separation Date or Change in Control.
         Upon the occurrence of a Change in Control or the Participant's
         Separation Date, the Participant will receive a retirement benefit
         in an amount equal to the undistributed vested portion of the
         Participant's Account. The Participant's Account shall be valued
         as of the Valuation Date coinciding with or as soon as
         administratively practicable preceding the date of the
         distribution. Notwithstanding the foregoing, if a Participant dies
         before receiving a distribution of his or her vested Account, his
         or her Beneficiary will receive a death benefit, as determined
         under Section 7.3., below."

IV.      In all other respects, the Plan shall remain unchanged.



         Dated this 30th day of August, 2002.



                                                 UNITED RETAIL GROUP, INC.

                                                 By: Kenneth P. Carroll
                                                     -------------------------

                                                 Title: Senior Vice President
                                                        ----------------------