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                                                                    EXHIBIT 10.5



                       RESTATED UNITED RETAIL GROUP, INC.
                             1990 STOCK OPTION PLAN
                              (DATED MAY 28, 1996)


WHEREAS, United Retail Group, Inc., a Delaware corporation (the "Company"),
desires to attract and retain the best available directors, executives, and key
management associates for itself and its direct and indirect subsidiaries, to
provide long range inducements for them to remain associated with the Company
and its direct and indirect subsidiaries, to provide the highest level of
performance by such directors, executives and associates, and to acquire a
permanent stake in the Company with the interest and outlook of owners; and

WHEREAS, the Board of Directors of the Company adopted the United Retail Group,
Inc. 1990 Stock Option Plan and the stockholders of the Company approved the
same; and

WHEREAS, the adoption of the 1996 Stock Option Plan required certain amendments
to the provisions of the 1990 Plan;

NOW, THEREFORE, the Company hereby approves and adopts the Restated United
Retail Group, Inc. 1990 Stock Option Plan on the following terms and conditions:

SECTION 1. DEFINITIONS. The following terms have the following meanings when
used in this Plan, in both singular and plural forms:

"ASSOCIATE" means any full-time associate of an Employer.

"CHANGE IN CONTROL" means (a) the acquisition after the Effective Date 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.
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"CODE" means the Internal Revenue Code of 1986, as now in effect or hereafter
amended and as now or hereafter interpreted, construed and applied by
regulations, rulings and cases.

"COMMITTEE" means (a) the members of the Compensation Committee of the Board of
Directors of the Company who are non-employee directors within the meaning of
SEC Rule 16b-3(b)(3)(i), who, if they are fewer than all the members, shall
constitute an ad hoc committee of the Board of Directors, or (b) if the
Compensation Committee has fewer than two members who are such non-employee
directors, such other committee of the Board of Directors of the Company having
at least two members who are such non-employee directors as may be designated
from time to time by the Board of Directors of the Company, provided, however,
that if any such Committee is not composed exclusively of such non-employee
directors, the Committee will consist only of those members who are such
non-employee directors.

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

"DATE OF GRANT" means (a) in the case of a formula grant to a Director under
Section 2, the date of the annual meeting of stockholders of the Company to
which the grant relates, (b) in the case of a discretionary Committee grant
under Section 3, generally, the date action was taken by the Committee to grant
an Option, or (c) in the case of a discretionary Committee grant under Section 3
where the grant was made to an Associate being hired by the Employer, in the
sole discretion of the Committee, the Associate's date of hire rather than the
date on which the Committee subsequently or previously approved the grant of an
Option to him or her; provided, however, that the Date of Grant for purposes of
determining whether or not an Option is an Incentive Option will be the later of
the date of such action or the date of hire.

"DIRECTOR" means a duly elected and acting member of the Board of Directors of
the Company.

"DISABILITY" means a disability as defined under the Company's long-term
disability benefits plan in effect on the Effective Date.

"EFFECTIVE DATE" means May 21, 1993.

"EMPLOYER" means the Company and any corporation which is a subsidiary
corporation of the Company, as defined in Section 424(f) of the Code.

"HOLDER" means the person who is, at the time of reference, entitled to exercise
an Option.

"INCENTIVE OPTION" means an Option which meets the requirements of Section 422
of the Code.

"NONINCENTIVE OPTION" means any Option which is not an Incentive Option.

"NOTICE OF EXERCISE" means a notice of exercise of any Option in a form
determined by the Committee.


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

"OPTION AGREEMENT" means a written agreement between the Company and an Optionee
setting forth the terms of an Option.

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

"OPTIONEE" means an Associate or Director to whom an unexercised Option has been
granted under the Plan.

"PLAN" means this Restated United Retail Group, Inc. 1990 Stock Option Plan.

"PUBLIC DIRECTOR" means a Director who is neither an Associate nor an LDA
Director (as such term is defined in the Restated Stockholders' Agreement dated
December 23, 1992 among the Company and certain of its stockholders).

"RETIREMENT" means the Termination of an Associate after the Associate's 65th
birthday.

"SHARES" means shares of Common Stock, with par value equal to $.001 per share,
of the Company.

"TAX PAYMENT LOAN GUARANTY" shall mean a guaranty of payment made by the Company
in the amount and under the circumstances described in Section 5.

"TERMINATION" means the termination of the Optionee's relationship with the
Company including termination of the Optionee's employment and status as
Director. An Optionee who is absent from employment or other relationship with
the Company for a reason or purpose and for a period of time approved by the
Committee, in its sole discretion, shall not for the period of such absence be
deemed, solely because of such absence, to have suffered a Termination, unless
and until the Committee otherwise determines.

"TERMINATION DATE" means June 8, 2000.

"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
Company for that purpose, or (c) if neither (a) nor (b) is applicable, the fair
market value on the applicable date as determined by


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the Committee in good faith using factors the Committee deems to be relevant
including but not limited to any sale of Shares to an independent third party.

SECTION 2.        FORMULA GRANTS TO DIRECTORS.

         2.1. ELIGIBILITY AND FORMULA. All Public Directors elected at each
year's annual meeting of the stockholders were automatically granted an Option
to purchase 3,000 Shares. All Options granted under this Section were intended
to be formula awards under SEC Rule 16b-3 and will not be subject to any
provision of the Plan that gives the Committee discretion to change the terms of
such Options to the extent that such Committee discretion will cause the Options
granted under this Section to cease to be formula awards under SEC Rule 16b-3.

         2.2. TERMS. All Options granted to Directors under this Section 2 were
on the following terms:

                  2.2.1. Each Option was a Nonincentive Option.

                  2.2.2. Each Option has an Option Price equal to the Value of a
Share as of the Date of Grant.

                  2.2.3. Each Option is exercisable as to 20% of the Shares
subject to the Option on the completion of the first full year after the Date of
Grant and as to an additional 20% of such Shares on the completion of each full
year thereafter prior to Termination.

                  2.2.4. Notwithstanding Section 2.2.3, each Option will become
immediately exercisable as to 100% of the Shares subject to the Option upon (a)
a Change in Control or (b) the Optionee's death or Disability.

                  2.2.5. Each Option will lapse on the earliest of (a) the date
10 years and one day after the Date of Grant, or (b) the date one year after the
Termination of the Optionee if the Termination is due to death or Disability or
if the Optionee dies within 90 days of Termination, or (c) the date 90 days
after Termination if the Termination is for any reason other than death or
Disability.

SECTION 3.        DISCRETIONARY GRANTS TO ASSOCIATES.

         3.1. DISCRETIONARY AWARDS. The Committee granted Options to Associates
whom the Committee determined to be executive and key management Associates of
the Employer.

         3.2. TERMS OF ASSOCIATE OPTIONS.

                  3.2.1. The Committee determined the terms and conditions of
any Options granted to an Associate.


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                  3.2.2. In the absence of any provision in the grant of an
Option to the contrary, each Option will lapse on the earliest of (i) for an
Incentive Option, the date 10 years after the Date of Grant, and for a
Nonincentive Option, the date 10 years and one day after the Date of Grant, (ii)
the date one year after the Termination of the Optionee if the Termination is
due to death or Disability or if the Optionee dies within 90 days of the date of
Termination, or (iii) the date 90 days after Termination for any other reason.

                  3.2.3. Each Option granted under Section 3 will become
immediately exercisable as to 100% of the Shares subject to the Option upon (a)
a Change in Control, or (b) the Optionee's death, Disability, or Retirement.

SECTION 4.        RESTRICTIONS ON ALL OPTIONS.

         4.1. OPTION AGREEMENTS. Any action taken after the Date of Grant may be
reflected in an amendment to or restatement of such Option Agreement.

         4.2. RESTRICTIONS ON TERMS OF OPTIONS. No Shares will be issued under
the Plan unless and until all applicable requirements imposed by federal and
state securities laws and by any stock exchanges or NASDAQ upon which the Shares
may be listed have been fully met.

         4.3. SIX MONTH RULE. Nothing in the Plan will permit an Option to be
exercisable within six months of the Date of Grant except in the case of the
Optionee's death.

SECTION 5. TAX PAYMENT LOAN GUARANTY. The Committee will have authority on the
exercise by the Optionee of an Option which is not taxed as an Incentive Option,
to authorize an unconditional guaranty of payment by the Company of a full
recourse loan on terms acceptable to the Committee obtained by the Optionee who
exercised the Option from a commercial bank or a registered broker-dealer for
the exclusive purpose of paying personal income or excise taxes incurred as a
result of such exercise. Loan guaranties will be issued if the Committee, in its
sole discretion, determines them to be appropriate and in the best interests of
the Employer to assist in the payment of income and excise taxes incurred on
exercise of such Option.

SECTION 6.        EXERCISE OF OPTIONS.

         6.1. NOTICE OF EXERCISE. Options may be exercised only by delivery to
the Vice President-Human Resources or such other person designated by the
Committee of a Notice of Exercise and payment under Section 6.2 for the Shares.
Except as specifically provided, an Option shall be exercisable during the
Optionee's lifetime only by the Optionee.

         6.2. DELIVERIES ON EXERCISE.

                  6.2.1. Any Notice of Exercise will be effective only if the
Holder pays to the Company the Option Price for the portion of any Option being
exercised and pays the Company an amount equal to any tax withholding required
to be made.


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                  6.2.2. The Holder may, in his or her sole discretion, pay all
or a portion of the Option Price for the portion of an Option being exercised by
surrender and delivery of Shares already owned by the Holder for not less than
six months. Any such Shares delivered in full or partial payment of the Option
Price shall be valued at the Value as of the date of receipt of the Shares by
the Company.

                  6.2.3. The Committee may, in its sole discretion, permit all
or a portion of any amount required to be withheld for taxes to be paid by
surrendering and delivering Shares already owned by the Holder or by withholding
a portion of the Shares that otherwise would be issued to the Holder upon
exercise of the Option. Any such Shares surrendered or withheld will be valued
at the Value as of the date of receipt for surrendered Shares or as of the date
of exercise of the Option for withheld Shares. Any election to have Shares
withheld from the Shares that would otherwise be issued to the Holder upon
exercise must be made during or as of the period beginning on the third business
day following the date of release of quarterly or annual financial data of the
Company and ending on the twelfth business day following such date.

         6.3. TIME AND MANNER RESTRICTIONS. The Committee has the right to limit
the time and manner of exercise of Options to comply with applicable law
including but not limited to federal securities laws.

         6.4. DELIVERY OF SHARES. As soon as reasonably practicable following
exercise, a certificate representing the Shares purchased registered in the name
of the Holder will be delivered to the Holder.

SECTION 7.        THE COMMITTEE.

         7.1. POWERS OF COMMITTEE. The Committee will have the power to do the
following:

                  7.1.1. To maintain records relating to Optionees and Holders;

                  7.1.2. To prepare and furnish to Optionees and Holders all
information required by applicable law or the Plan;

                  7.1.3. To construe and apply the provisions of the Plan and to
correct defects and omissions therein;

                  7.1.4. To engage assistants and professional advisers;

                  7.1.5. To provide procedures for determination of claims under
the Plan;

                  7.1.6. To make any factual determinations necessary or useful
under the Plan; and

                  7.1.7. To adopt and revise rules, regulations and policies
under the Plan.


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         7.2. DELEGATION. The Committee may delegate to any one or more of its
number authority to sign any documents on its behalf or to perform ministerial
acts, but no person to whom such authority is delegated shall perform any act
involving the exercise of any discretion without first obtaining the concurrence
of a majority of the members of the Committee, even though he or she alone may
sign any document required by third parties. The Committee may designate a
secretary, who may be a member of the Committee. All third parties may rely on
any communication signed by the secretary, acting as such, as an official
communication from the Committee.

         7.3. BINDING EFFECT OF ACTIONS. All actions taken by the Committee
under the Plan will be final and binding on all persons.

         7.4. INDEMNIFICATION. No member of the Committee, nor any Associate to
whom ministerial duties have been delegated, shall be personally liable for any
action, interpretation or determination made with respect to the Plan or awards
made thereunder, and each member of the Committee shall be fully indemnified and
protected by the Company with respect to any liability he or she 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 8.        ACTIONS BY COMMITTEE AFTER GRANT.

         8.1. GENERAL. The Committee may, subject to the consent of the Holder
under Section 9.2, where the action impairs or adversely alters the rights of
the Holder, at any time and from time to time after the Date of Grant of any
Option, modify the terms of any grant to terms which would have been permitted
for such grant on the Date of Grant.

         8.2. ANTIDILUTION PROVISIONS. If, as a result of a stock split, stock
dividend, combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, recapitalization or other such
change, the Shares are increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another corporation; then:

                  8.2.1. The number and kind of shares of stock or other
securities into which each outstanding Share is changed or for which each such
Share may be exchanged, will automatically be substituted for each Share subject
to an unexercised Option and for each Share available for additional grants.

                  8.2.2. The Option Price will be increased or decreased
proportionately so that the aggregate Option Price for the securities subject to
the Option remains the same as immediately prior to such event and the ratio of
the Option Price to the Value of the securities subject to the Option is no more
favorable to the Holder than the ratio of the Option Price to the Value
immediately before such event.


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                  8.2.3. The Committee shall make such other adjustments to
Options and the provisions of the Plan and Option Agreements as may be
appropriate and equitable, and not confer on the Holder more favorable benefits
than those of the Holder before the event, which adjustments may provide for the
elimination of fractional shares or units.

         8.3. MERGER OF THE COMPANY. If, directly or indirectly, (a) the Company
is a party to a merger or consolidation agreement with a corporation that is not
a subsidiary of the Company, (b) the Company is a party to an agreement to sell
substantially all of its assets to any person other than a subsidiary of the
Company, or (c) any person other than the Company or one of its subsidiaries has
publicly announced an offer to purchase more than 5% of the outstanding voting
securities of the Company, the Committee, in its sole discretion, may provide
that, for a period beginning on the later of the date six months after the Date
of Grant or 15 days before the closing of any such proposed transaction, and not
extending beyond the earlier of the date on which the Options would otherwise
lapse and the date of the closing of such proposed transaction, notwithstanding
the provisions of any Option Agreement, all Options granted under the Plan may
be exercised by the Holders in whole or in part during such period, and that
upon the closing of such proposed transaction, all Options under the Plan will
expire and be null and void. At least 15 days prior to the closing of such
proposed transaction, the Company must notify each Holder that the Option is
exercisable under this Section. If the agreement for such proposed transaction
is terminated, (a) all exercises under this Section of Options will be void ab
initio (from the outset), (b) the Company will refund the applicable Option
Price and withholding tax and the Holder will return any Shares issued, and (c)
the Option will be reinstated and exercisable thereafter on the terms of the
Options without regard to that application of this Section.

         8.4. AUTHORITY TO ACCELERATE. Notwithstanding anything else in the Plan
to the contrary the Committee may at any time or from time to time, accelerate
the time at which Options become exercisable or waive any provisions of the Plan
relating to the manner of payment or procedures for the exercise of any Options.
Any such acceleration or waiver may be made effective (a) with respect to one or
more or all Optionees under the Plan, (b) with respect to some or all of the
Shares subject to an Option of any Optionee or (c) for a period of time ending
at or before the expiration date of any Option. If the waiver of any provisions
constitutes a new grant of an Option or the grant of an additional derivative
security for purposes of SEC Rule 16b-3, the date of the waiver will be deemed
to be a new Date of Grant for purposes of Section 4.3. If the waiver of any
provisions constitutes a new grant of an Option for purposes of Code Section
424, the Committee must determine if the Option retains its status as an
Incentive Option.

         8.5. SURRENDERS. The Committee may permit the voluntary surrender of
all or a portion of any Option granted under the Plan. Upon surrender, the
Options surrendered will be canceled and the Shares or units previously subject
to them will be available for the grant of other Options in exchange.


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SECTION 9.        AMENDMENT OF THE PLAN.

         9.1. RIGHT TO AMEND, ETC. The Company may amend, suspend or terminate
the Plan at any time, provided that, unless first approved by the stockholders
of the Company, no amendment may be made in the Plan which materially increases
the benefits accruing to participants under the Plan.

         9.2. IMPAIRMENT OF RIGHTS OF HOLDERS. No amendment to the Plan or the
terms of any grant hereunder shall be made so as to impair or adversely alter
the rights of any Holder without such Holder's consent. Actions by the Committee
under Section 8.2 or 8.3 do not constitute an amendment of the Plan or of any
grant.

SECTION 10. SHARES RESERVED. The maximum number of Shares which may be issued
under the Plan after May 28, 1996 will be 665,000 Shares, subject to adjustment
under Section 8.2, and such number of Shares will be reserved for issuance under
the Plan. In accordance with the provisions of the 1996 Stock Option Plan, no
additional options may be granted hereunder. The Shares issued on exercise of
Options may be authorized and unissued Shares or Shares held by the Company as
treasury stock.

SECTION 11.       MISCELLANEOUS.

         11.1 REGISTRATION. The Company shall (i) prepare and file with the SEC
amendments to the Registration Statement with respect to the Plan as may be
necessary or advisable to permit the continued and uninterrupted exercise of
Options and the resale of Shares purchased pursuant to the exercise of Options
or as may be required by the SEC, (ii) execute such other documents, and take
such other actions, as may be necessary or advisable to cause the Registration
Statement, as the same may be amended, to comply with the Securities Act of 1933
(the "Securities Act") and the Rules and Regulations thereunder, and (iii)
register and qualify all Shares purchased pursuant to the exercise of Options
for resale by the Holder in the State of New Jersey and in each state adjacent
to the State of New Jersey. An amendment to the Registration Statement necessary
for the resale of Shares purchased pursuant to the exercise of Options shall be
filed by the Company within five business days after the Secretary of the
Company receives a written request from a Holder to file an amendment. The
Registration Statement shall not be withdrawn by the Company until all the
Options shall have lapsed, or until all Shares purchased upon the exercise of
Options shall have been resold, as the case may be.

         11.2. NO RIGHT TO EMPLOYMENT. Nothing in the Plan or in any Option or
Option Agreement will confer upon any Associate or Director any right to
continue in the employment or other relationship of any Employer or to be
entitled to any remuneration or benefits not set forth in the Plan or such
Option Agreement or interfere with or limit the right of any Employer to
terminate such Associate's employment or Director's relationship at any time.


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         11.3. SUCCESSORS AND ASSIGNS. The obligations of the Company under the
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.

         11.4. RIGHTS AS STOCKHOLDER. No Holder will have any of the rights of a
stockholder of the Company with respect to the Shares issuable under the Plan
until certificates for such Shares have been issued.

         11.5. EXPENSES. All expenses and costs in connection with
administration of the Plan will be borne by the Company.

         11.6. SECTION 16. Any provision of this Plan will be deemed amended and
void to the extent it causes a violation under Section 16 of the Exchange Act
and the rules thereunder.

         11.7. LIMITATION OF LIABILITY. The liability of the Company under this
Plan or in connection with any exercise of an Option is limited to the
obligations expressly set forth in the Plan and in any of the Option Agreements
and no term or provision of this Plan or any Option Agreement will be construed
to impose any further or additional duties, obligations or costs on the Employer
not expressly set forth in the Plan and the Option Agreement.

         11.8. BENEFICIARIES AND ASSIGNMENT OF RIGHTS. No Option or other right
under the Plan may be assigned, pledged, hypothecated, given, or otherwise
transferred by the Holder, except that (a) an Optionee will be entitled to
designate a beneficiary of the Option upon the Optionee's death by delivering
such designation in writing to the Committee, and (b) if no such designation is
made by the Optionee, the Option will be transferred upon the Optionee's death
as determined under the applicable laws of descent and distribution, and (c) if
an Optionee suffers a Disability and does not have the capacity to exercise an
Option, such Option will be exercisable by the Optionee's guardian or
attorney-in-fact during the Optionee's lifetime.

         11.9. NOTICES. Notices required or permitted to be made under the Plan
will be sufficiently made if personally delivered or sent by first-class,
registered, or certified mail addressed (a) to the Holder at the Holder's
address as set forth in the books and records of the Employer, or (b) to the
Company or the Committee at the principal office of the Company to the attention
of the Vice President-Human Resources. Any party may change its address through
the method described above.

         11.10. CAPTIONS. The captions and section numbers appearing in this
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 the Plan.

         11.11. APPLICABLE LAW. The 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.


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         11.12. SEVERABILITY. If any provisions of the 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.


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