##### Table of Contents



FORM 10-Q
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended August 4, 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 
incorporation or organization
    
    (I.R.S. Employer
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:




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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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 6. EXHIBITSSIGNATURESEXHIBITS 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)
 August 4,
    
    
    February 3,
    
    
    July 29,2007
    
    
    2007
    
    
    2006(Unaudited)
    
    
    
    
    
    (Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    51,800
    
    
    $
    36,394
    
    
    $
    48,184Accounts receivable
    
    
    3,703
    
    
    
    3,813
    
    
    
    1,547Inventory
    
    
    60,414
    
    
    
    70,738
    
    
    
    62,522Prepaid rents
    
    
    4,732
    
    
    
    4,656
    
    
    
    4,622Restricted cash and cash equivalents
    
    
    359
    
    
    
    910
    
    
    
    345Current deferred taxes
    
    
    3,934
    
    
    
    4,295
    
    
    
    5,208Other prepaid expenses
    
    
    2,211
    
    
    
    2,028
    
    
    
    2,368Total current assets
    
    
    127,153
    
    
    
    122,834
    
    
    
    124,796Property and equipment, net
    
    
    60,705
    
    
    
    62,887
    
    
    
    61,613Deferred compensation plan assets
    
    
    5,344
    
    
    
    5,148
    
    
    
    4,232Long-term deferred taxes
    
    
    11,850
    
    
    
    13,147
    
    
    
    10,314Other intangible assets, net of accumulated
amortization of $600, $575 and $548
    
    
    282
    
    
    
    307
    
    
    
    334Other assets
    
    
    1,107
    
    
    
    1,249
    
    
    
    1,267Total assets
    
    $
    206,441
    
    
    $
    205,572
    
    
    $
    202,556LIABILITIESCurrent liabilities:Current portion of distribution center financing
    
    $
    859
    
    
    $
    817
    
    
    $
    788Capital leases
    
    
    
    
    
    
    404
    
    
    
    761Accounts payable and other
    
    
    28,421
    
    
    
    25,335
    
    
    
    33,880Disbursement accounts
    
    
    7,640
    
    
    
    9,430
    
    
    
    9,899Accrued expenses
    
    
    22,396
    
    
    
    24,575
    
    
    
    22,509Total current liabilities
    
    
    59,316
    
    
    
    60,561
    
    
    
    67,837Long-term distribution center financing
    
    
    615
    
    
    
    1,060
    
    
    
    1,475Deferred lease incentives
    
    
    9,812
    
    
    
    10,383
    
    
    
    9,513Deferred compensation plan liabilities
    
    
    5,344
    
    
    
    5,148
    
    
    
    4,231Other long-term liabilities
    
    
    9,196
    
    
    
    9,027
    
    
    
    8,122Total liabilities
    
    
    84,283
    
    
    
    86,179
    
    
    
    91,178STOCKHOLDERS 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 15,409,200 shares,
15,265,100 shares, and 14,851,400 shares
    
    
    15
    
    
    
    15
    
    
    
    15Additional paid-in capital
    
    
    94,580
    
    
    
    92,861
    
    
    
    89,538Deferred compensation obligation (279,870 shares)
    
    
    1,353
    
    
    
    1,353
    
    
    
    1,353Retained earnings
    
    
    35,712
    
    
    
    34,359
    
    
    
    28,651Treasury stock (1,428,641 shares, 1,404,902 shares
and 1,343,381 shares) at cost
    
    
    (9,502
    )
    
    
    (9,195
    )
    
    
    (8,179
    )Total stockholders equity
    
    
    122,158
    
    
    
    119,393
    
    
    
    111,378Total liabilities and
stockholders equity
    
    $
    206,441
    
    
    $
    205,572
    
    
    $
    202,556
  I - 1




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UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
(Unaudited)
 Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedAugust 4,
    
    
    July 29,
    
    
    August 4,
    
    
    July 29,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    122,272
    
    
    $
    120,912
    
    
    $
    233,296
    
    
    $
    230,332Cost of goods sold, including
buying and occupancy costs
    
    
    94,202
    
    
    
    89,036
    
    
    
    179,766
    
    
    
    170,030Gross profit
    
    
    28,070
    
    
    
    31,876
    
    
    
    53,530
    
    
    
    60,302General, administrative and
store operating expenses
    
    
    24,888
    
    
    
    25,622
    
    
    
    50,335
    
    
    
    51,011Operating income
    
    
    3,182
    
    
    
    6,254
    
    
    
    3,195
    
    
    
    9,291Interest income
    
    
    388
    
    
    
    413
    
    
    
    648
    
    
    
    638Interest expense
    
    
    (108
    )
    
    
    (49
    )
    
    
    (200
    )
    
    
    (191
    )Income before income taxes
    
    
    3,462
    
    
    
    6,618
    
    
    
    3,643
    
    
    
    9,738Provision for income taxes
    
    
    1,271
    
    
    
    1,661
    
    
    
    1,337
    
    
    
    2,844Net income
    
    $
    2,191
    
    
    $
    4,957
    
    
    $
    2,306
    
    
    $
    6,894Net income per shareBasic
    
    $
    0.16
    
    
    $
    0.37
    
    
    $
    0.17
    
    
    $
    0.51Diluted
    
    $
    0.16
    
    
    $
    0.35
    
    
    $
    0.16
    
    
    $
    0.49Weighted average number of
shares outstandingBasic
    
    
    13,802,794
    
    
    
    13,504,711
    
    
    
    13,760,297
    
    
    
    13,448,052Common stock equivalents
    
    
    329,051
    
    
    
    649,802
    
    
    
    372,786
    
    
    
    712,291Diluted
    
    
    14,131,845
    
    
    
    14,154,513
    
    
    
    14,133,083
    
    
    
    14,160,343
  I - 2




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UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
 Twenty-Six Weeks EndedAugust 4,
    
    
    July 29,2007
    
    
    2006Cash Flows From Operating Activities:Net income
    
    $
    2,306
    
    
    $
    6,894Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization of property and equipment
    
    
    5,914
    
    
    
    6,063Amortization of deferred charges and other
intangible assets
    
    
    40
    
    
    
    48Loss on disposal of assets
    
    
    237
    
    
    
    67Non-cash compensation expense
    
    
    619
    
    
    
    246Tax benefit from exercise of stock options
    
    
    (246
    )
    
    
    (279
    )Deferred income taxes
    
    
    938
    
    
    
    3,580Changes in operating assets and liabilities:Accounts receivable
    
    
    538
    
    
    
    2,351Income taxes
    
    
    (182
    )
    
    
    (252
    )Inventory
    
    
    10,323
    
    
    
    279Accounts payable and accrued expenses
    
    
    908
    
    
    
    664Other current assets
    
    
    293
    
    
    
    (434
    )Deferred lease incentives
    
    
    (571
    )
    
    
    (1,123
    )Other assets and liabilities
    
    
    65
    
    
    
    (666
    )Net Cash Provided by Operating Activities
    
    
    21,182
    
    
    
    17,438Investing Activities:Capital expenditures
    
    
    (3,971
    )
    
    
    (953
    )Net Cash Used in Investing Activities
    
    
    (3,971
    )
    
    
    (953
    )Financing Activities:Repayments of long-term debt
    
    
    (403
    )
    
    
    (369
    )Payments on capital lease obligations
    
    
    (404
    )
    
    
    (934
    )Decrease in disbursement accounts
    
    
    (1,790
    )
    
    
    (341
    )Tax benefit from exercise of stock options
    
    
    246
    
    
    
    279Treasury stock acquired
    
    
    (307
    )
    
    
    (474
    )Proceeds from exercise of stock options
    
    
    853
    
    
    
    1,270Net Cash Used in Financing Activities
    
    
    (1,805
    )
    
    
    (569
    )Net increase in cash and cash equivalents
    
    
    15,406
    
    
    
    15,916Cash and cash equivalents, beginning of period
    
    
    36,394
    
    
    
    32,268Cash and cash equivalents, end of period
    
    $
    51,800
    
    
    $
    48,184
  I - 3




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1. Basis of Presentation
    2. Recent Accounting Pronouncements
    I - 4




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




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6. Share Based Compensation
  Thirteen Weeks Ended
    
    
    Twenty-six Weeks EndedAugust 4,
    
    
    July 29,
    
    
    August 4,
    
    
    July 29,2007
    
    
    2006
    
    
    2007
    
    
    2006Compensation
expense associated
with stock options,
stock appreciation
rights settled in
stock and
restricted stock
    
    $
    311
    
    
    $
    100
    
    
    $
    619
    
    
    $
    246Compensation
expense (reduction
of expense)
associated with
stock appreciation
rights settled in
cash
    
    
    (392
    )
    
    
    (270
    )
    
    
    (354
    )
    
    
    220Total share based
compensation
expense (reduction
of expense)
    
    $
    (81
    )
    
    $
    (170
    )
    
    $
    265
    
    
    $
    466Income tax benefit
associated with
exercises of share
based compensation
awards
    
    $
    49
    
    
    $
    106
    
    
    $
    246
    
    
    $
    280
    7. Financing Agreement
  I - 6




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8. Supplemental Cash Flow Information
  Thirteen Weeks Ended
    
    
    Twenty-six Weeks EndedAugust 4,
    
    
    July 29,
    
    
    August 4,
    
    
    July 29,2007
    
    
    2006
    
    
    2007
    
    
    2006Cash interest paid
    
    $
    52
    
    
    $
    121
    
    
    $
    230
    
    
    $
    285Cash interest received
    
    
    (388
    )
    
    
    (347
    )
    
    
    (648
    )
    
    
    (661
    )Net cash interest (received)
    
    
    ($336
    )
    
    
    ($226
    )
    
    
    ($418
    )
    
    
    ($376
    )Net income taxes paid
    
    $
    464
    
    
    $
    466
    
    
    $
    520
    
    
    $
    534
  I - 7




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9. Contingencies
  Matthews vs. United Retail Incorporated
   Matthews
 Matthews Matthews
  I - 8




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Introduction
  Products and Purchasing
   Customer Base
  Merchandising and Marketing
    Channel of Distribution
  I - 9




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Increased Competition
  Deflationary Price Trend in Apparel Industry
 st
 Growth
     Liquidity
  I - 10




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I - 11




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Second quarter of fiscal 2007 versus second quarter of fiscal 2006
   Amount
    
    Attributable to$
    
    
    2.7
    
    
    million
    
    new stores2.5
    
    
    million
    
    shop @ home sales increase(3.2
    )
    
    million
    
    closed stores(0.6
    )
    
    million
    
    0.5% comparable store sales decrease*$
    
    
    1.4
    
    
    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.      I - 12




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I - 13




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First half of fiscal 2007 versus first half of fiscal 2006
   Amount
    
    Attributable to$
    
    
    4.8
    
    
    million
    
    new stores4.6
    
    
    million
    
    shop @ home sales increase(6.2
    )
    
    million
    
    closed stores(0.2
    )
    
    million
    
    other$
    
    
    3.0
    
    
    million
    
    Total
             I - 14




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August Sales
  Increased Competition
  Liquidity and Capital Resources
  Cash Flow Information
  Balance Sheet Sources of Liquidity
      I - 15




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Other Liquidity Sources
        I - 16




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Capital Expenditures
    Principal Contractual Obligations
   Pending Litigation
  I - 17




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Matthews vs. United Retail Incorporated
   Matthews
 Matthews Matthews
  Meeting Cash Requirements
   I - 18




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Critical Accounting Policies
  Introduction
  Inventory
      I - 19




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Incurred But Not Reported Claims For Personal Injuries And Medical Benefits
   Long Lived Assets
      I - 20




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Tax Matters
      Private Label Credit Cards Issued By World Financial Network National Bank
       I - 21




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Share Based Compensation
   Growth
    I - 22




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E-Commerce
  Off-Balance Sheet Arrangements
  Future Results
    I - 23




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Stockholder Rights Plan
  I - 24




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Assumed Price Per Shareat August 3, 2007
    
    Pro Forma Increase (Decrease) In Expense$
    13.86
    
    
    $0.5 million$
    11.86
    
    
    $0.2 million$
    7.86
    
    
    ($0.2) million$
    5.86
    
    
    ($0.4) million
   I - 25




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Disclosure Controls
    Internal Control Over Financial Reporting
   I - 26




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PART II  OTHER INFORMATION
 
   
    
   
  (a)
    
    The Annual Meeting of Stockholders (the Meeting) was held on June 15, 2007.(c)
    
    The Meeting elected all the directors of the Company for terms ending at the next Annual
Meeting of Stockholders, by the following vote:
 Name
    
    For
    
    Withhold Authority to VoteJoseph A. Alutto
    
    
    11,794,685
    
    
    
    886,146Raphael Benaroya
    
    
    12,147,544
    
    
    
    533,287Joseph Ciechanover
    
    
    11,927,376
    
    
    
    753,455Ross B. Glickman
    
    
    8,641,671
    
    
    
    4,039,160Michael Goldstein
    
    
    11,704,698
    
    
    
    976,133Ilan Kaufthal
    
    
    12,147,577
    
    
    
    533,254Vincent P. Langone
    
    
    12,101,084
    
    
    
    579,747George R. Remeta
    
    
    11,937,839
    
    
    
    742,992Richard W. Rubenstein
    
    
    11,984,253
    
    
    
    696,578
 II - 1




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##### Table of Contents



Number in Filing
    
    Description10.1*
    
    Restated Employment Agreement between the Corporation and
Raphael Benaroya, dated as of June 15, 200710.2*
    
    Restated Employment Agreement between the Corporation and
George R. Remeta, dated as of June 15, 200710.3*
    
    Restated Employment Agreement between the Corporation and
Kenneth P. Carroll, dated as of June 15, 200710.4*
    
    Form of Restated Severance Pay Agreement between the
Corporation or one of its subsidiaries, as the case may
be, and certain officers, including Paul D. McFarren and
Jon Grossman10.5*
    
    Severance Pay Agreement between the Corporation and John
J. OConnell III
  Number in Filing
    
    Description10.1*
    
    Amendment, dated as of January 1, 2005, to the
Supplemental Retirement Savings Plan
  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
 II - 2




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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 Benaroya
Employment Agreement10.2*
    
    Amendment, dated as of August 25, 2006, to Remeta
Employment Agreement10.3*
    
    Form of Incentive Stock Option Award Agreement under 2006
Plan
  Number in Filing
    
    Description10*
    
    Amendment, dated as of August 25, 2006, to 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)
 II - 3




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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)
  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
Agreement10.9*
    
    Bonus Agreement, dated August 22, 2005, between the
Corporation and Rose Panicali
 II - 4




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Number in Filing
    
    Description10.1*
    
    Supplemental Retirement Savings Plan10.3*
    
    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 Plan10.8*
    
    Amendment to Stock Option Agreement, dated May 21, 1998,
between the Corporation and Raphael Benaroya (Benaroya
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
  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
  II - 5




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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
  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
  II - 6




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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
 
  Number in Filing
    
    Description10.1*
    
    Benaroya 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 thereto10.6*
    
    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
 II - 7




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##### Table of Contents



*
    
    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
 II - 8




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##### 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




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##### Table of Contents



EXHIBIT INDEX
 
      Number in Filing
    
    Description10.1*
    
    Restated Employment Agreement between the Corporation and
Raphael Benaroya, dated as of June 15, 200710.2*
    
    Restated Employment Agreement between the Corporation and
George R. Remeta, dated as of June 15, 200710.3*
    
    Restated Employment Agreement between the Corporation and
Kenneth P. Carroll, dated as of June 15, 200710.4*
    
    Form of Restated Severance Pay Agreement between the
Corporation or one of its subsidiaries, as the case may
be, and certain officers, including Paul D. McFarren and
Jon Grossman10.5*
    
    Severance Pay Agreement between the Corporation and John
J. OConnell III
  Number in Filing
    
    Description10.1*
    
    Amendment, dated as of January 1, 2005, to the
Supplemental Retirement Savings Plan
 
 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




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##### Table of Contents



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 Benaroya
Employment Agreement10.2*
    
    Amendment, dated as of August 25, 2006, to Remeta
Employment Agreement10.3*
    
    Form of Incentive Stock Option Award Agreement under 2006
Plan
  Number in Filing
    
    Description10*
    
    Amendment, dated as of August 25, 2006, to 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)




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##### Table of Contents



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)
  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
Agreement10.9*
    
    Bonus Agreement, dated August 22, 2005, between the
Corporation and Rose Panicali




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##### Table of Contents



Number in Filing
    
    Description10.1*
    
    Supplemental Retirement Savings Plan10.3*
    
    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 Plan10.8*
    
    Amendment to Stock Option Agreement, dated May 21, 1998,
between the Corporation and Raphael Benaroya (Benaroya
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
  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




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##### Table of Contents



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
  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




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##### Table of Contents



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
 
  Number in Filing
    
    Description10.1*
    
    Benaroya 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 thereto10.6*
    
    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




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##### Table of Contents



*
    
    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