0000881905-06-000052 Sample Contracts

INCENTIVE COMPENSATION AWARD AGREEMENT
Incentive Compensation Award Agreement • August 24th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

We are pleased to inform you that, as a key associate of United Retail Group, Inc. (herein called the “Company”) or one of its subsidiaries, you have been granted an incentive compensation award under the Company’s 2006 Equity-Based Compensation and Performance Incentive Plan (herein called the “Plan”) for the six-month selling season ending _______ (the “Season”), subject to your acceptance of the award as provided in Section 1 below and the terms and conditions that follow in this letter agreement or are contained in the Plan. A copy of the Plan is enclosed. The terms and conditions of the award, including non-standard provisions permitted by the Plan, are set forth below, provided, however, that in the event of any inconsistency between the provisions of this letter agreement and the Plan, the provisions of the Plan shall prevail.

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RESTRICTED STOCK AWARD AGREEMENT
Stock Award Agreement • August 24th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

We are pleased to inform you that, as a key associate of United Retail Group, Inc. (herein called the “Company”) or one of its subsidiaries, you have been granted a restricted stock award under the Company’s 2006 Equity-Based Compensation and Performance Incentive Plan (herein called the “Plan”). The restricted stock award is composed of units, each consisting of one share of common stock, $.001 par value per share, with a stock purchase warrant attached (herein collectively called “shares”) of the Company, subject to your acceptance of the award as provided in Section 1 below and the terms and conditions that follow in this letter agreement or are contained in the Plan. The date of the grant evidenced by this letter agreement (herein called the date of grant) and the maximum number of shares are set forth above. A copy of the Plan is enclosed. The terms and conditions of the award, including non-standard provisions permitted by the Plan, are set forth below, provided, however, that in

FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT (Settled in Stock)
Stock Appreciation Right Agreement • August 24th, 2006 • United Retail Group Inc/De • Retail-women's clothing stores

We are pleased to inform you that, as a key associate of United Retail Group, Inc. (herein called the “Company”) or one of its subsidiaries, you have been granted a stock appreciation right (herein called a “right”) under the Company’s 2006 Equity-Based Compensation and Performance Incentive Plan (herein called the “Plan”). The right gives you the opportunity to acquire units, consisting of one share of common stock, $.001 par value per share, with a stock purchase warrant attached (herein collectively called “shares”) of the Company, with a market value, at the time of exercise of the right, equal to the amount by which the market value of all shares in respect of which the right is exercised exceeds the grant price set forth above multiplied by the number of shares in respect of which the right is exercised, subject to your acceptance of the award as provided in Section 1 below and the terms and conditions that follow in this letter agreement or are contained in the Plan. The date of

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