UNITED RETAIL GROUP INC/DE
EXHIBIT 10.1 TO FORM 10-Q SEPT 2004
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10_1form10q0904.htm
<DESCRIPTION>EXHIBIT 10.1 TO FORM 10-Q SEPT 2004
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     <TITLE>Exhibit 10.1 to Form 10-Q Sept 2004</TITLE>
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<A NAME=A001></A>
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit No. 10.1 </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>RESTATED EMPLOYMENT
AGREEMENT </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Agreement made as of the
3<SUP>rd</SUP> day of September, 2004 (referred to herein as &#147;the date first set
forth above&#148;), between <B>UNITED RETAIL GROUP, INC.</B>, a Delaware corporation, with
principal offices at 365 West Passaic Street, Rochelle Park, New Jersey 07662-6563 (the
&#147;Company&#148;), and <B>RAPHAEL BENAROYA</B>, residing at 179 Lincoln Street,
Englewood, New Jersey 07631 (the &#147;Executive&#148;). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>WHEREAS</B>, the Executive has
been employed by the Company and its predecessors for more than 20 years, most recently as
its Chairman of the Board, President and Chief Executive Officer pursuant to an Employment
Agreement, dated November 20, 1998, as amended on August 18, 2000, November 29, 2001, May
30, 2002, December 6, 2002 and September 2, 2003 (as amended, the &#147;Original
Agreement&#148;); </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>WHEREAS</B>, the Company desires
to continue the services of the Executive, and the Executive desires to continue to
provide such services to the Company, on the terms set forth in this Agreement; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>WHEREAS</B>, this Agreement was
reviewed in executive sessions of the Compensation Committee of the Company&#146;s Board
of Directors on August 27, 2004 and September 3, 2004 and was recommended at the latter
meeting; and </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>WHEREAS</B>, this Agreement was
reviewed in an executive session of the Company&#146;s Board of Directors on August 27,
2004 and approved in an executive session of the Board on September 3, 2004. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>NOW, THEREFORE</B>, in
consideration of the mutual covenants and obligations hereinafter set forth, the parties
hereto, intending to be legally bound, hereby agree that the Original Agreement is further
amended and restated effective immediately to read in its entirety as follows: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          <B><U><i>Definitions.</i></U></B></FONT></P>




                 <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Affiliated Companies shall mean, with respect to the Company,  any corporation,  limited
                  partnership, general partnership,  association,  joint-stock company, joint venture, trust, bank,
                  trust company,  land trust,  business trust,  fund or any organized group of persons,  whether or
                  not a legal entity, that is directly or indirectly controlled by the Company.</FONT></LI>

                        <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Base Salary shall have the meaning set forth in Section 4(a).</FONT></LI>

                        <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Board of Directors shall mean the Board of Directors of the Company.</FONT></LI>

                        <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Business of the Company  shall mean the  operation of a retail store chain which markets
                  and sells apparel for women  principally in sizes 14 and larger and any other future  business in
                  which the Company and its  subsidiaries  and Affiliated  Companies engage that produces more than
                  10% of the Company's consolidated sales.</FONT></LI>

                        <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By-laws shall mean the Restated By-laws of the Company as currently in force.</FONT></LI>

                        <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Cause shall mean the occurrence of one or more of the following events:</FONT></LI></OL>


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     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="1">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="1">&nbsp;</FONT></TH></TR>
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     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;a judgment of  conviction  against the  Executive  or a plea of guilty has been
                           entered  for  any  felony  which  is  both  based  on his  personal  actions  (excluding
                           liability  imputed to him by reason of his  position as an executive of the Company) and
                           involves  common  law  fraud,  embezzlement,  breach  of  duty as a  fiduciary,  willful
                           dishonesty or moral  turpitude  (the entry of a judgment or plea being the only event or
                           circumstance  sufficient to constitute  Cause under this  subparagraph  (i)),  provided,
                           however,  that any felony an essential  element of which is  predicated on the operation
                           of a vehicle shall be deemed not to involve moral turpitude;</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;(A) the Executive has willfully and  continuously  failed to perform his duties
                           to the Company in any material  respect or (B) the  Executive has failed in any material
                           respect to follow  specific  directions of the Board of Directors in the  performance of
                           his duties;</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iii)&nbsp;&nbsp;&nbsp;the Executive has  demonstrated  willful  misconduct in the  performance of his
                           duties  to the  Company  in any  material  respect  and  material  economic  harm to the
                           Company has resulted; or</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iv)&nbsp;&nbsp;&nbsp;there has been a breach in any  material  respect of any of the  provisions  of
                           Section 11;</FONT></TD></TR>
</TABLE>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>provided, however, that the judgment of conviction or a plea of guilty referred to in subparagraph
(i), the failure of performance referred to in subparagraph (ii), the misconduct referred
to in subparagraph (iii) and the breach referred to in subparagraph (iv) shall constitute
Cause for a maximum of only 90 days after the judgment of conviction or plea of guilty was
entered, the failure of performance commenced, the material economic harm resulted, or the
breach first took place, as the case may be. </FONT></p>


                  <OL TYPE="a" START="7"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Change of Control shall mean either:</font></LI></OL>

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     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;the  acquisition  after  August  27,  2004 by any  person  or group  acting in
                           concert of shares of Company  Common  Stock if, after such  acquisition,  such person or
                           group is the beneficial  owner of 30% or more of the Common Stock then  outstanding  but
                           shall not include acquisition by:</FONT></TD></TR>
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     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
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     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="85%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(A)&nbsp;&nbsp;&nbsp;the Company;</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(B)&nbsp;&nbsp;&nbsp;any subsidiary of the Company;</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(C)&nbsp;&nbsp;&nbsp;any employee  benefit plan of the Company,  or of any subsidiary of the
                                    Company,  or any person or entity  organized,  appointed or  established by the
                                    Company for or pursuant to the terms of any such plan;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">  (D)&nbsp;&nbsp;&nbsp;any  person  who  becomes  the  beneficial  owner of 30% or more of the
                                    shares of Company  Common Stock then  outstanding as a result of a reduction in
                                    the  number of shares of Common  Stock  outstanding  due to the  repurchase  of
                                    shares of Common  Stock by the  Company  unless  and until such  person,  after
                                    becoming aware that such person has become the beneficial  owner of 30% or more
                                    of the then outstanding shares of Common Stock,  acquires beneficial  ownership
                                    of additional  shares of Common Stock  representing 1% or more of the shares of
                                    Common Stock then outstanding;</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(E)&nbsp;&nbsp;&nbsp;any person who has  reported or is  required  to report such  ownership
                                    (but less than 50%) on Schedule 13G under the Securities  Exchange Act of 1934,
                                    as amended and in effect on the date of this Agreement  (the  "Exchange  Act"),
                                    (or any  comparable or successor  report) or on Schedule 13D under the Exchange
                                    Act (or any  comparable or successor  report) which Schedule 13D does not state
                                    any  intention to or reserve the right to control or influence  the  management
                                    or policies of the Company or engage in any of the actions  specified in Item 4
                                    of such schedule  (other than the  disposition of the Common Stock) and, within
                                    10 business  days of being  requested by the Company to advise it regarding the
                                    same,  certifies  to the  Company  that such person  acquired  shares of Common
                                    Stock in excess of 29.9%  inadvertently  or without  knowledge  of the terms of
                                    the Company's  Stockholder  Rights Plan and who,  together with all affiliates,
                                    thereafter  does not  acquire  additional  shares  of  Common  Stock  while the
                                    beneficial  owner of 30% or more of the  shares of  Company  Common  Stock then
                                    outstanding,  provided,  however,  that if the person  requested  to so certify
                                    fails to do so within  10  business  days,  then such  person  shall  become an
                                    acquiring person immediately after such 10-business-day period;</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"> (F)&nbsp;&nbsp;&nbsp;the  Executive,  his  spouse,  any  descendant  of the  parents  of the
                                    Executive,  the  spouse  of  any  such  descendant,  the  estate  of any of the
                                    foregoing  individuals,  any  trust  for  the  primary  benefit  of  any of the
                                    foregoing  individuals  or for  the  primary  benefit  of any of the  foregoing
                                    individuals  and  any  charitable  organization,  any  corporation  or  limited
                                    liability  company  of which all the  shareholders  or  members  are any of the
                                    foregoing individuals,  The Benaroya Foundation or any charitable  organization
                                    established by any of the foregoing individuals; or</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(G)&nbsp;&nbsp;&nbsp;any person acting in concert with the Executive;</FONT></TD></TR>
</TABLE>


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     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;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 or a duly constituted committee of the Board; or</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iii)&nbsp;&nbsp;&nbsp;the  merger  or  consolidation  of the  Company  with  another  person,  or the
                           transfer  to one or  more  persons  in a  single  transaction  or a  related  series  of
                           transactions  of  substantially  all of the assets of the  Company,  unless,  before the
                           Company  enters into any  agreement  for such merger,  consolidation  or  transfer,  the
                           Executive  sends the Company a written  consent  determining  that it is not a Change of
                           Control.</FONT></TD></TR>
</TABLE>


                  <OL TYPE="a" START="8"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Company Car shall have the meaning set forth in Section 6(d).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Contract Term shall mean the period of time  commencing  November 20, 1998 and ending on
                  the fifth  anniversary  of the date first set forth  above or such later date as may be  mutually
                  agreed upon by the Company and the  Executive.  (For the  avoidance  of doubt,  Contract  Term as
                  used herein may extend beyond the termination of Executive's employment under this Agreement.)</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">CPI shall have the meaning set forth in Section 4(a).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Cure Period shall have the meaning set forth in Section 14(c).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Group Benefits shall have the meaning set forth in Section 6(a).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Incentive  Compensation  Participation shall mean 60% of Base Salary,  without regard to
                  whether any payment  actually  shall have been made under the  Company's  incentive  compensation
                  program.  (For  example,  as of the date  first  set  forth  above,  the  Incentive  Compensation
                  Participation was $411,000.)</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Individual Disability Policy shall have the meaning set forth in Section 6(c).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Individual Life Policy shall have the meaning set forth in Section 6(b).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Options shall mean employee  stock options under a benefit plan or  arrangement  between
                  the Company and the  Executive,  including  those which may be granted  during the Contract Term,
                  held by the Executive or his assigns or donees.</font></LI>

                 <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Performance Bonus shall have the meaning set forth in Section 4(b).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Permanent  Disability  shall mean the  inability of the  Executive to perform his duties
                  and  responsibilities  to the Company by reason of a physical or mental  disability  or infirmity
                  (i) for a  continuous  period  of at  least  four  months  or (ii)  at such  earlier  time as the
                  Executive  submits  medical  evidence  satisfactory  to the  Company  that  the  Executive  has a
                  physical  or mental  disability  or  infirmity  that will likely  prevent him from  substantially
                  performing  his  duties  and  responsibilities  for  four  months  or  longer  (the  date of such
                  Permanent  Disability  shall be on the earlier of the last day of such  four-month  period or the
                  day on which the Executive submits such evidence, as the case may be).</FONT></LI>

                 <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Protected   Information   shall  mean  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 in tangible or
                  intangible  form,  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,  store  operating  results,  identities  and habits of  customers  and
                  prospective  customers,  suppliers,  business  relationships,  products (including prices, costs,
                  sales  or  content),  processes,  techniques,  machinery,  contracts,  financial  information  or
                  measures,  business  methods,  future business plans,  data bases,  computer  programs,  designs,
                  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 11.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Resignation Compensation shall have the meaning set forth in Section 14(e).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Severance Pay shall have the meaning set forth in Section 14(c).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Short Term  Disability  shall  mean the  inability  of the  Executive  to  substantially
                  perform  his  duties  and  responsibilities  to the  Company  by reason of a  physical  or mental
                  disability or infirmity for a continuous period of less than four months.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Successor shall have the meaning set forth in Section 20.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Tax shall  mean all taxes on  income,  which  shall be  assumed to be at a rate equal to
                  the sum of the highest  marginal rates,  including any applicable  surcharges,  of federal income
                  tax, state income tax, local income tax,  Medicare  payroll tax and any similar income or payroll
                  tax for a  married  citizen  filing a joint  return  from the  Executive's  residence,  as now in
                  effect or as amended from time to time.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Termination Without Cause shall have the meaning set forth in Section 14(c).</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">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 duty existing under law or contract.</FONT></LI></OL>


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<A NAME=A003></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;<b><i><u>Term; and Location.</u></i></b></FONT></P>


                  <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  Company  hereby  employs the  Executive,  and the  Executive  hereby  accepts  such
                  employment,  in the capacities and upon the terms and conditions  hereinafter  set forth,  during
                  the Contract Term.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In no event  shall  the  Executive's  office be  relocated  without  his  prior  written
                  consent.</FONT></LI></OL>


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<A NAME=A004></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;<u><b><i>Duties.</i></b></u></FONT></P>


                  <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During  the  Contract  Term,  the  Executive  shall  serve as the  President  and  Chief
                  Executive  Officer of the Company.  In such  capacity,  the  Executive  shall perform such duties
                  and shall have such  responsibilities  as are set forth in the By-laws and such additional duties
                  and  responsibilities,  commensurate  with his  position  and  title,  as may be  determined  and
                  assigned  to the  Executive  from time to time by the  Board of  Directors.  Notwithstanding  the
                  above,  the  Executive  shall not be required to perform  any duties and  responsibilities  which
                  would be  likely to  result  in a  non-compliance  with or  violation  of any  applicable  law or
                  regulation.  The  Executive  shall  report  solely and  directly to the Board of  Directors;  all
                  other officers and other  employees of the Company shall report  directly to the Executive or the
                  Executive's  designees.  No other employee of the Company or any subsidiary  shall have authority
                  and responsibilities that are generally equal to or greater than those of the Executive.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  Executive   accepts  such  employment  and  hereby  agrees  to  serve  the  Company
                  faithfully,  industriously  and to the best of his  ability in such  capacities,  with  undivided
                  loyalty,  devoting  substantially  all of his business  time,  attention,  knowledge,  energy and
                  skills to such employment as President and Chief  Executive  Officer of the Company except during
                  vacation  not to exceed three weeks in any  12-month  period and except as otherwise  provided in
                  the  following  sentence.   However,  the  Executive  may  engage  in  the  following  additional
                  activities:</FONT></LI></OL>


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     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;continuing through a controlled corporation,  Raphael Benaroya, Inc., to manage
                           American Licensing Group Limited Partnership,  subject to the restrictions  contained in
                           Section 11(h);</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;serving as a director of not more than four business  corporations  in addition
                           to Raphael Benaroya,  Inc. that do not engage in the Business of the Company,  including
                           service as  nonmanagement  chairman of the board or  chairman of one or more  committees
                           of a board;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iii)&nbsp;&nbsp;&nbsp;overseeing  personal and family  investments in a manner in which the Executive
                           does not actively operate portfolio companies in the ordinary course of business; and</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iv)&nbsp;&nbsp;&nbsp;engaging  in  local,  national  and  international  charitable,  relief,  human
                           rights,  civic,  religious,  military  and  related  activities  on  behalf  of  private
                           organizations and governmental agencies;</FONT></TD></TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>provided, however, that the Executive&#146;s duties and responsibilities as President and Chief
Executive Officer of the Company shall take precedence over his other activities except
for not more than 45 consecutive days of military service in the event he is called to
active duty in the armed forces of the United States or any other country. </FONT></p>


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<A NAME=A005></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Compensation.</i></u></b></FONT></P>


                  <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As  compensation  to the Executive for  performance of the services  required  hereunder
                  and as  consideration  for his  execution and delivery of this  Agreement,  the Company shall pay
                  him (subject to Sections 7 and 14),  and the  Executive  agrees to accept a base salary,  payable
                  in  accordance  with  the  regular  executive  payroll  practices  of the  Company,  at a rate of
                  $685,000 per annum  during the period  ending on January 31, 2005 and  thereafter  at such higher
                  rate as may be  determined  by the Board of Directors  upon  recommendation  of the  Compensation
                  Committee of the Board of Directors,  but in any event base salary shall  increase as of February
                  1, 2005 by a percentage at least equal to the increase,  if any, in the Consumer  Price Index for
                  All Urban  Consumers  for New York and  Northern  New  Jersey  published  by the  Bureau of Labor
                  Statistics of the  Department  of Labor  ("CPI")  during the year ending on December 31, 2004 and
                  shall  increase as of each  anniversary  of February  1, 2005 by a  percentage  at least equal to
                  the annual  increase,  if any, in the CPI at the time (as increased from time to time and whether
                  or not deferred, the "Base Salary").</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Executive  shall continue to be eligible to receive,  and the Company shall continue
                  to pay, a semi-annual  cash incentive  compensation  payment  ("Performance  Bonus") based on the
                  Company's  consolidated  operating income for the six-month  periods ending January 31st and July
                  31st,  respectively.  The Executive's  participation  percentage  shall be 60% with a semi-annual
                  award  ranging from zero to 120% of Base Salary for the six-month  period in accordance  with the
                  Summary Plan  Description  for United  Retail  Group,  Inc.  Incentive  Compensation  Program for
                  Executives as of the date first set forth above,  provided,  however,  that the Performance Bonus
                  shall be earned and fully vested in the  Executive  as of January 31st or July 31st,  as the case
                  may be, whether or not the Executive  shall remain in the Company's  employ after the Performance
                  Bonus shall have vested and provided,  further,  that the Performance  Bonus shall be paid to the
                  Executive  as soon as  practicable  after the  consolidated  operating  income  for the period in
                  question shall be determined.</FONT></LI></OL>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;<B><I><U>Expenses.</U></I></B>&nbsp;&nbsp;&nbsp;&nbsp;The Executive will continue to be required
               to incur reasonable and necessary travel, business entertainment and other
               business expenses. The Company shall reimburse the Executive for all reasonable
               and necessary travel, business entertainment and other business expenses
               incurred or expended by the Executive incident to the performance of the
               Executive&#146;s duties hereunder, upon submission by the Executive to the
               Company of vouchers or expense statements satisfactorily evidencing such
               expenses. </FONT></p>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;<B><I><U>Executive Benefits.</U></I></B></FONT></P>


                  <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company shall provide the Executive  with benefits  ("Group  Benefits"),  taken as a
                  whole,  that are at least equal to those  provided by the Company to the other senior  executives
                  of the Company as of the date first set forth above including,  without limitation,  availability
                  of enhanced group disability  insurance  benefits (or, if the group  disability  insurance policy
                  can not be  continued  in force,  the Company  shall make  available  other  disability  benefits
                  equivalent to the benefits  under the group  policy).  The  Executive  shall be entitled to three
                  weeks'  vacation and two personal  days with pay at any time during the year after the date first
                  set forth above and each 12 months thereafter.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition to Group  Benefits,  the Company  shall  maintain in force the existing term
                  life  insurance  policies on the Executive in an amount of $4,880,000 or a similar  policy issued
                  by an insurance  company with an equal or higher  rating (the  "Individual  Life  Policy") at the
                  Company's   expense.   The   Executive   shall   have  the  right  to  select   and   change  the
                  beneficiary(ies) of such life insurance policies.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  Company  shall  reimburse  the  Executive  in the amount of $20,000  per annum with
                  respect to the  premium on the  existing  special  supplemental  long term  disability  insurance
                  policy  covering  the  Executive  (the  "Individual  Disability  Policy")  and the  Taxes on such
                  premium amount.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company shall provide the Executive  perquisites  in accordance  with past practice,
                  including,  without  limitation,  exclusive use of a full size sedan (the "Company  Car") free of
                  charge for business and personal travel.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Group  Benefits,  the Individual Life Policy and the Company Car shall be provided while
                  the Executive is employed under this  Agreement and thereafter as provided  pursuant to the terms
                  of this Agreement.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Executive  shall  cooperate with the Company in  maintaining  key man life insurance
                  up to $4 million during the Executive's employment hereunder.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All Options shall be fully vested and immediately  exercisable after either  Termination
                  Without  Cause or a Change  of  Control,  anything  in any stock  option  agreement  between  the
                  Company and the Executive to the contrary  notwithstanding.  In the event of Termination  Without
                  Cause,  Options  shall be  exercisable  for the lesser of 90 days  thereafter or the remainder of
                  the term of the Option.  In the event of Change of Control,  Options shall be  exercisable  until
                  the earlier of 90 days after the termination of the Executive's  employment  hereunder (including
                  resignation) or the expiration of the term of the Option.</FONT></LI></OL>


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<A NAME=A007></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Permanent Disability;Death.</i></u></b></FONT></P>


                 <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event of the  Permanent  Disability of the  Executive  during the Contract  Term,
                  the Board of Directors shall,  upon written notice to the Executive,  have the right to terminate
                  the Executive's employment hereunder by reason of Permanent Disability.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event of the death of the  Executive  during the Contract  Term,  this  Agreement
                  shall automatically terminate</FONT></LI></OL>


<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;<b><i><u>Benefits Upon Death or Disability.</U></I></B>&nbsp;&nbsp;&nbsp;&nbsp;In the
               event of the Executive&#146;s death or a termination of the Executive&#146;s
               employment by the Company due to Permanent Disability, the Executive, his
               executor or his heirs at law, as the case may be, shall be entitled to:</FONT></P>


                <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>any Base Salary accrued or any Performance Bonus vested but not yet paid;</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a pro rata  Performance  Bonus for the  season in which  death or  Permanent  Disability
                  occurs  determined  and payable on the basis of the number of days  worked  during the season and
                  the bonus percentage established for the season;</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>any accrued vacation pay;</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>reimbursement  for  expenses  incurred but not yet paid prior to such death or Permanent
                  Disability;</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>in  the  case  of  death,   the  proceeds  of  the  Individual  Life  Policy  and  other
                  compensation  and benefits as may be provided in accordance  with the terms and provisions of the
                  Group Benefits or of this Agreement; and</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>in the case of  Permanent  Disability,  for five years  following  the date of Permanent
                  Disability,  first, COBRA health insurance benefits,  including supplemental executive preventive
                  medicine and wellness  benefits,  for the Executive and his  dependents at the Company's  expense
                  until the COBRA benefits  expire and,  thereafter,  for the remainder of such  five-year  period,
                  equivalent reimbursement of healthcare expenses directly by the Company.</FONT></LI></OL>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The provisions of this Section 8
shall survive the termination of the Executive&#146;s employment hereunder. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;<B><I><U>Representation, Warranty and Covenant of Executive.</U></I></B>&nbsp;&nbsp;&nbsp;&nbsp;The Executive represents, warrants and covenants to the Company that he 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 him from
               undertaking or performing his employment in accordance with the terms and
               conditions of this Agreement. </FONT></p>


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<A NAME=A008></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Representation, Warranty and Covenant of the Company.</i></u></b></FONT></P>


                 <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  Company  covenants  that it shall give  notice  promptly  to the  Executive  of the
                  occurrence of Change of Control pursuant to Section 21.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  provisions  of this Section 10 shall  survive the  termination  of the  Executive's
                  employment hereunder, irrespective of the reason therefor.</FONT></LI></OL>


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<A NAME=A009></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Restrictive Covenants and Confidentiality.</i></u></b></FONT></P>


<OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Executive shall not:</font></LI></OL>


<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;solicit,  raid,  entice,  encourage or induce any person,  firm or  corporation
                           that  at any  time  within  one  year  prior  to  the  termination  of  the  Executive's
                           employment  hereunder  shall have been an exclusive  supplier to the Company,  or any of
                           its  subsidiaries  or  Affiliated  Companies,  to become a supplier to any other person,
                           firm or  corporation  that derives more than 10% of its sales,  directly or  indirectly,
                           from a business  the same as the  Business of the Company  and the  Executive  shall not
                           approach  any  such  person,  firm or  corporation  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; or</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;solicit,  raid,  entice,  encourage or induce any person who at any time within
                           one year  prior to the  termination  of the  Executive's  employment  shall have been an
                           employee of the Company, or any of its subsidiaries or Affiliated  Companies,  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.</FONT></TD></TR>
</TABLE>




                  <OL TYPE="a" START="2"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>During the  Contract  Term 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 11 and provided,  further,  that if,
                  in the absence of a  protective  order or the receipt of a waiver  hereunder,  the  Executive  is
                  advised by his  counsel  that such  disclosure  is  necessary  to comply  with such court  order,
                  decree, rules, regulation or law, he may disclose such information without liability hereunder.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  Executive  agrees that all  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 Contract Term,  shall become
                  and be the sole property of the Company unless released in writing by the Company.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Executive agrees that the Executive shall not, directly or indirectly, within any
                  area  in the  United  States  or  elsewhere  where  the  Company  or any of its  subsidiaries  or
                  Affiliated  Companies is transacting  business during the Contract Term, engage or participate or
                  make any  financial  investments  in or  become  employed  by,  or act as an  attorney,  agent or
                  principal of, or render  advisory or other  services to or for any person,  firm or  corporation,
                  or  in  connection  with  any  business  activity  (other  than  that  of  the  Company  and  its
                  subsidiaries  or  Affiliated  Companies),  that derives  more than 10% of its sales,  directly or
                  indirectly,  from a business the same as the Business of the Company.  Nothing herein  contained,
                  however,   shall  restrict  the  Executive  from  overseeing  personal  and  family  investments,
                  including  any  investments  in not more than 3% of the voting  securities  in any company  whose
                  stock is listed on a national  securities  exchange  or actively  traded in the  over-the-counter
                  market,  so long as in connection with such  investments the Executive does not actively  operate
                  any  such  business  or  enterprise  that  derives  more  than  10% of  its  sales,  directly  or
                  indirectly, from a business the same as the Business of the Company.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  Executive  shall be bound by the  provisions  of Section  11(a) and (d),  and shall
                  perform his  obligations  pursuant to Section 11(a) and (d),  during the Contract Term and for 18
                  months  thereafter,  provided,  however,  that in the event of  Termination  Without  Cause,  the
                  Executive  shall be bound by the  provisions  of Section  11(a) and (d),  and shall  perform  his
                  obligations  pursuant to Section  11(a) and (d),  only in the event that the Company  shall remit
                  his  Severance  Pay strictly in  accordance  with the  provisions  of Section 14(d) and provided,
                  further,  that in the event of  resignation  by the Executive in accordance  with Section  14(e),
                  the  Executive  shall be bound by the  provisions of Section 11(a) and (d), and shall perform his
                  obligations  pursuant to Section  11(a) and (d),  only in the event that the Company  shall remit
                  his Resignation Compensation within 15 days after his resignation, time being of the essence.</font></li>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  provisions  of this Section 11 shall  survive the  termination  of the  Executive's
                  employment hereunder, irrespective of the reason therefor.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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  and  its
                  subsidiaries  and Affiliated  Companies'  businesses.  By reason of this, the Executive  consents
                  and agrees that if the Executive  violates any of the  provisions of this Section 11, the Company
                  and its subsidiaries and Affiliated  Companies would sustain irreparable harm, 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 11.
                  The Executive  acknowledges  that damages at law would not be an adequate remedy for violation of
                  this Section 11, and the Executive  therefore  agrees that the  provisions of this Section 11 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.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  provision of  paragraphs  (a), (b) and (d) of this Section 11 shall not apply to or
                  restrict  the  activities  of the  Executive  as the chief  executive  officer,  a director and a
                  principal  stockholder of Raphael  Benaroya,  Inc., which is the sole general partner of American
                  Licensing  Group Limited  Partnership  ("ALG"),  for so long as, and only for so long as, Raphael
                  Benaroya,  Inc.  and ALG do not engage in the  Business of the Company.  The  Executive's  duties
                  and  responsibilities  as President and Chief Executive Officer of the Company shall at all times
                  take precedence over his activities on behalf of ALG.</FONT></LI></OL>


<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.&nbsp;&nbsp;&nbsp;&nbsp;<B><I><U>Deductions and Withholding.</U></I></B>&nbsp;&nbsp;&nbsp;&nbsp;The Executive agrees
               that the Company shall withhold from any and all compensation required to be
               paid to the Executive pursuant to this Agreement 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. </FONT></p>


<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.&nbsp;&nbsp;&nbsp;&nbsp;<B><I><U>Mutual Non-Disparagement</U></I></B>&nbsp;&nbsp;&nbsp;&nbsp;Neither the Executive nor
               the Company will make or authorize any public statement disparaging the other in
               its or his business interests and affairs. Notwithstanding the foregoing,
               neither party shall be (i) required to make any statement which it or he
               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 13 shall survive the
               termination of the Executive&#146;s employment hereunder, irrespective of the
               reason therefor. </FONT></p>

<p><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.&nbsp;&nbsp;&nbsp;&nbsp;<B><I><U>Termination.</U></I></B></FONT></p>



                  <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Subject to Section 7(a), the Company shall  terminate the Executive's  employment  under
                  this  Agreement  prior to the  expiration  of the Contract Term only if the Board of Directors of
                  the  Company  removes the  Executive  from  office by the  affirmative  vote of a majority of the
                  directors of the Company who have not  disqualified  themselves  because of a potential  conflict
                  of interest,  at a meeting at which the Executive is accorded an  opportunity  to speak.  In such
                  case, the  Executive's  employment  under this Agreement  shall terminate and the Executive shall
                  be removed  from office  effective  when such vote is taken by the Board or on such later date as
                  may be specified by the Board.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For  purposes of this  Agreement,  removal of the  Executive  from office in  accordance
                  with  subparagraph  (a) shall be deemed to be for "Cause" as defined in Section  1(f) only if the
                  Company  delivers to the Executive  within a reasonable  time before the removal of the Executive
                  from office a notice of termination for Cause  specifying in reasonable  detail the conviction or
                  plea,  material  failure,  misconduct  and economic harm or breach by the  Executive  that is the
                  basis for  termination  and the  Executive  shall have failed prior to his removal to correct the
                  stated  failure,  misconduct  and economic  harm or breach in all material  respects.  Short Term
                  Disability shall not be a basis for removal of the Executive from office.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Subject to Section 7(a), in the event:</FONT></LI></OL>



<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;the Company  terminates  the  Executive's   employment  under  this  Agreement
                           pursuant to Section 14(a) without Cause;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;the Company  terminates  the  Executive's  employment  under this Agreement for
                           Cause  by  reason  of a  conviction  that is  later  reversed  on  appeal  and  fails to
                           reinstate him with full back pay and uninterrupted Group Benefits;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iii)&nbsp;&nbsp;&nbsp;(A) the Company  breaches  any of the  covenants  and  agreements  set forth in
                           Sections  2(b),  3(a),  4, 5, 6, 14(a),  15 (a) or (c) or 20(c) in any material  respect
                           and (B) the Executive  tenders to the Company a letter of  resignation  specifying  such
                           breach or election in reasonable detail and demanding Severance Pay; or</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iv)&nbsp;&nbsp;&nbsp;a person other than the  Executive  is elected  Chairman or  Cochairman  of the
                           Board  without  the   affirmative   vote  or  written  consent  of  the  Executive  (any
                           termination or resignation  under the  circumstances  referred to in clauses (i) through
                           (iv)  above being  referred  to as  "Termination  Without  Cause"  whether or not Cause
                           shall exist);</FONT></TD></TR>
</TABLE>



<p><FONT FACE="Times New Roman, Times, Serif" SIZE="2">then the Company shall pay the Executive an amount equal to the product of three times the sum
of (A) the annual Base Salary at the rate payable immediately prior to termination, plus
(B) the Incentive Compensation Participation, plus (C) $20,000 (&#147;Severance
Pay&#148;). For example, on the date first set forth above, Severance Pay is $3,348,000.
No demand or other notice from the Executive with respect to Severance Pay shall be
necessary except in connection with clause (iii) of the preceding sentence. Anything in
clause (iii) of the penultimate sentence to the contrary notwithstanding, the Executive
shall not be entitled to Severance Pay, and the Company shall have no obligation to pay
Severance Pay, if: </FONT></p>


<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;within  15 days  after  the  delivery  of a letter of  resignation  (the  "Cure
                           Period"),  the  Company  shall  cure the  Company's  breach  specified  in the letter of
                           resignation  in all material  respects (or shall begin in good faith to cure a breach of
                           a nature that  requires  more than 15 days to cure in all material  respects)  and shall
                           deliver to the Executive a notice to that effect;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;the Board of  Directors  shall  approve a  resolution  during  the Cure  Period
                           requesting the Executive to withdraw his letter of resignation; and</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iii)&nbsp;&nbsp;&nbsp;the Company shall  deliver or send to the  Executive  during the Cure Period in
                           accordance  with  Section 21 a  certified  copy of the Board  resolution  referred to in
                           clause (ii) of this sentence and a written  offer to reinstate  the Executive  with full
                           back pay and  uninterrupted  Group  Benefits and other  benefits  under this  Agreement,
                           including eligibility for a Performance Bonus.</FONT></TD></TR>
</TABLE>


<OL TYPE="a" START="4"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Severance Pay shall be remitted as follows:</font></LI></OL>

<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;pursuant to clause (i) of the first sentence of Section  14(c),  within 15 days
                           following the termination of the Executive's employment under this Agreement;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;pursuant to clause (ii) of the first sentence of Section 14(c),  within 15 days
                           after  notice  requesting  reinstatement  with  full  back pay and  uninterrupted  Group
                           Benefits;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iii)&nbsp;&nbsp;&nbsp;pursuant  to clause  (iii) of the first  sentence of Section  14(c),  within 15
                           days after the end of the Cure Period; or</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iv)&nbsp;&nbsp;&nbsp;pursuant to clause (iv) of the first sentence of Section 14(c),  within 15 days
                           after such election of a Chairman or Cochairman of the Board.</FONT></TD></TR>
</TABLE>


<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No grace period shall be allowed for
remittance of Severance Pay, time being of the essence. </FONT></P>


                  <OL TYPE="a" START="5"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event  (i) a Change of  Control  occurs  on a day at the  beginning  of which the
                  Executive is an employee of the Company,  and (ii) the  Executive  within 10 business  days after
                  first  receiving  notice  from  the  Company  of the  Change  of  Control  tenders  a  letter  of
                  resignation  to the  Company  specifying  such Change of Control  (whether  or not the  Executive
                  shall be an  employee  of the  Company  during the period  between  the end of the day  preceding
                  Change of Control and the tender of such  letter) and  demanding  Resignation  Compensation,  the
                  Company shall pay the Executive  immediately  after the  resignation of the Executive under this Section 14(e),
                  an amount  equal to the  product of three times the sum of (A) the annual Base Salary at the rate
                  payable  immediately  prior to resignation,  plus (B) $20,000  ("Resignation  Compensation").  No
                  grace period  shall be allowed for  remittance  of  Resignation  Compensation,  time being of the
                  essence.  Notice of Change of Control  shall be given to the  Executive  by the Company  pursuant
                  to Section 21, provided,  however,  that the Executive,  in his discretion,  may accept as notice
                  filing with the SEC of reports  setting forth facts that,  taken together,  constitute  Change of
                  Control.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In  the  event  of  Termination  Without  Cause  or  resignation  by  the  Executive  in
                  accordance with Section 14(e):</FONT></LI></OL>

<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;the Executive  shall be under no obligation to seek other  employment and there
                           shall be no offset  against  any  amounts  due the  Executive  under this  Agreement  on
                           account  of  any  remuneration  attributable  to  any  subsequent  employment  that  the
                           Executive may obtain  (Severance  Pay or  Resignation  Compensation  is in the nature of
                           liquidated damages and not in the nature of a penalty); and</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;even though no longer in the Company's employ,  the Executive shall be entitled
                           to the following benefits and additional payments:</FONT></TD></TR>
</TABLE>


<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="5%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="85%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(A)&nbsp;&nbsp;&nbsp;any Base Salary accrued or Performance Bonus vested but not yet paid;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(B)&nbsp;&nbsp;&nbsp;a pro rata  Performance  Bonus for the  season in which  employment  is
                                    terminated  determined  and  payable on the basis of the number of days  worked
                                    during the season and the bonus percentage established for the season;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(C)&nbsp;&nbsp;&nbsp;any accrued vacation pay;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(D)&nbsp;&nbsp;&nbsp;reimbursement  for  expenses  incurred,  but  not  paid  prior  to such
                                    termination of employment;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(E)&nbsp;&nbsp;&nbsp;continuation  at the  Company's  expense  through the  remainder of the
                                    Contract Term of the Individual Life Policy;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(F)&nbsp;&nbsp;&nbsp;COBRA health  insurance  benefits,  including  supplemental  executive
                                    preventive   medicine  and  wellness  benefits,   for  the  Executive  and  his
                                    dependents  at the  Company's  expense  until the COBRA  benefits  expire  and,
                                    thereafter,  through the  remainder,  if any, of the Contract  Term  equivalent
                                    reimbursement of healthcare expenses directly by the Company;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(G)&nbsp;&nbsp;&nbsp;conversion at the Company's  expense  through the remainder of the Contract
                                    Term of the group life insurance coverage on the Executive's life;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(H)&nbsp;&nbsp;&nbsp;payment  to the  Executive  by  April  14th of each  year of an  amount
                                    equal to the Tax with  respect  to the  payments  made to or on  behalf  of the
                                    Executive  pursuant  to clauses (F) and (G) of this  sentence in the  preceding
                                    calendar year; and</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(I)&nbsp;&nbsp;&nbsp;use of the  Company  Car free of  charge  for  three  years  after  the
                                    Termination Without Cause or resignation by the Executive occurs.</FONT></TD></TR>
</TABLE>



                  <OL TYPE="a" START="7"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE="2">If the Company  terminates  the  Executive's  employment  hereunder for Cause (except as
                  provided in clause (ii) of the first  sentence of Section  14(c)),  or in the event the Executive
                  resigns  (except  as  provided  in clause  (iii) of the first  sentence  of  Section  14(c) or in
                  14(e)), the Executive shall be entitled to:</font></LI></OL>


<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="90%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(i)&nbsp;&nbsp;&nbsp;any Base Salary accrued and any Performance Bonus vested but not paid;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(ii)&nbsp;&nbsp;&nbsp;any accrued vacation pay;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iii)&nbsp;&nbsp;&nbsp;reimbursement  for  expenses   incurred,   but  not  yet  paid  prior  to  such
                           termination of employment; and</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(iv)&nbsp;&nbsp;&nbsp;any other  compensation  and benefits  that  accrued  prior to  termination  of
                           employment as may be provided in accordance  with the terms and  provisions of the Group
                           Benefits.</FONT></TD></TR>
</TABLE>




                  <OL TYPE="a" START="8"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event  the  Company  removes  the  Executive  from  office,  and  terminates  the
                  Executive's  employment  under  this  Agreement,  or in the  event  the  Executive  resigns,  the
                  Executive  shall  continue  to have the  obligations  provided  for in  Section  11  hereof.  The
                  provisions  of this  Section 14 shall  survive  the  termination  of the  Executive's  employment
                  hereunder, irrespective of the reason therefor.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  Executive  shall accept the payments  referred to in this Section 14 as  liquidated
                  damages  in  full  discharge  and  release  of  the  Company  of and  from  any  further  payment
                  obligations under this Agreement except obligations under Sections 15 and 16.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For the  avoidance of doubt,  the term "Base  Salary" for purposes of Section  14(c) and
                  14(e) shall  include both the base salary  actually  drawn or deferred by the  Executive  and any
                  additional  amount of base  salary that he may have been  entitled  to draw or defer  pursuant to
                  the terms of this  Agreement  but that he shall not have drawn or deferred in fact.  For example,
                  as of the date first set forth  above,  Base Salary  shall be deemed to be  $685,000  even though
                  less is being drawn or deferred by the Executive.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Every  payment made  hereunder by authority of the  Executive  Committee of the Board or
                  of the Board itself  shall be final and the Company  shall not seek to recover all or any part of
                  such  payment from the  Executive or from  whomsoever  may be entitled  thereto,  for any reasons
                  whatsoever  other  than the  Executive's  breach in any  material  respect of the  provisions  of
                  Section 11.</FONT></LI></OL>


<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default" -->
<A NAME=A010></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Indemnification.</i></U></b></FONT></P>


                 <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company shall indemnify the Executive as provided in the By-laws.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event of payment  of  indemnities  under this  Agreement,  the  Company  shall be
                  subrogated to the extent of such payment to all of the rights of recovery of the Executive.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  Company  shall use  reasonable  efforts to continue  the  existing  directors'  and
                  officers'  liability  policies  covering  the  Executive  for $20  million  and to  maintain  the
                  policies during the Contract Term and for three years thereafter.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If the  federal  excise  tax  pursuant  to  Section  280G of the  Code or any  successor
                  provision  on  "golden  parachute"  payments  applies  to the  payments  made  pursuant  to  this
                  Agreement,  to any  acceleration of vesting of Options or to any other benefit or distribution to
                  the Executive from the Company,  the Company shall  immediately pay the Executive an amount equal
                  to the  excise tax  incurred  plus (i) an amount  equal to the Tax with  respect to the amount of
                  the excise  tax,  plus (ii) an amount  equal to the  federal  excise  tax on  "golden  parachute"
                  payments  with respect to the payment,  if any, made pursuant to clause (i) of this sentence plus
                  (iii) an amount  equal to the Tax with  respect to the  payment  made  pursuant to clause (ii) of
                  this  sentence  and  continuing  sequentially  until the amount of federal  excise tax on "golden
                  parachute"  payments  unreimbursed  by the  Company  shall be less  than 1% of Base  Salary.  The
                  amount of the payments due from the Company  pursuant to this Section  15(d) may be determined in
                  writing by a certified public accountant  ("CPA") selected by the Executive,  provided,  however,
                  that the CPA selected by the Executive shall,  upon the Company's  request,  consult with another
                  CPA selected by the  Company.  Such  determination  by the CPA  selected by the  Executive  after
                  such  consultation,  if so requested,  shall be conclusive  and binding on the Company except for
                  manifest error.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  provisions  of this Section 15 shall  survive the  termination  of the  Executive's
                  employment hereunder, irrespective of the reason therefor.</FONT></LI></OL>


<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default" -->
<A NAME=A011></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16.&nbsp;&nbsp;&nbsp;<b><u><i>Enforcement; Interest.</i></u></b></FONT></P>


                  <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If any amount owing to the  Executive  under this  Agreement is not paid by the Company,
                  or on its behalf,  within 15 days after a written  demand,  claim or request for payment has been
                  delivered  or sent to the  Company,  time being of the  essence,  the  Executive  may at any time
                  thereafter  bring suit  against  the Company to recover the unpaid  amount and  interest  thereon
                  and,  if  successful  in whole or in part,  the  Executive  shall be entitled to be paid also the
                  expenses of  prosecuting  such suit,  including  reasonable  attorneys'  fees.  Interest shall be
                  payable  from the date any amount is first due and  payable to the  Executive  at a rate equal to
                  the highest  rate  payable on any of the  Company's  indebtedness  after the date first set forth
                  above but in no event at a rate higher than the maximum rate then permitted by law.</font></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  provisions  of this Section 16 shall  survive the  termination  of the  Executive's
                  employment hereunder, irrespective of the reason therefor.</font></LI></OL>


<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default" -->
<A NAME=A012></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>17.&nbsp;&nbsp;&nbsp;<b><u><i>Entire Agreement; Legal Representation.</i></u></b></FONT></P>


              <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Agreement,  the By-laws,  the stock option  agreements  between the Company and the
                  Executive and the  provisions of the Group  Benefits  embody the entire  agreement of the parties
                  with respect to the  Executive's  employment and shall be interpreted in accordance with the past
                  practice of the parties.  This  Agreement may not be changed or terminated  orally but only by an
                  agreement in writing  signed by the parties  hereto.  No Company  policy  adopted  after the date
                  first  set  forth  above  shall  change  this  Agreement,  even if  approved  as a policy  by the
                  Executive.  This  Agreement  amends the Initial  Agreement and cancels and supersedes any and all
                  other prior agreements and  understandings  between the parties hereto  respecting the employment
                  of the  Executive  by the  Company  and/or its  subsidiaries  or any  Affiliated  Company and the
                  payment of compensation.</font></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each party has been  represented by counsel in the preparation of this  Agreement.  This
                  Agreement shall not be deemed to have been drafted by either party.</font></LI></OL>


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<A NAME=A013></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18.&nbsp;&nbsp;&nbsp;&nbsp;<b><i><u>Waiver.</u></i></b>&nbsp;&nbsp;&nbsp;&nbsp;The waiver by the Company of a breach of any provision of this Agreement by the Executive
shall not operate or be construed as a waiver of any subsequent breach by him. The waiver
by the Executive of a breach of any provision of this Agreement by the Company shall not
operate or be construed as a waiver of any subsequent breach by the Company. </FONT></p>


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<A NAME=A014></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>19.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Governing Law.</i></u></b></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be subject to, and governed by, the laws of the State of New Jersey. </FONT></P>

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<A NAME=A015></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>20.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Assignability.</i></u></b></FONT></P>


                  <OL TYPE="a"><LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The  obligations  of  the  Executive  may  not  be  delegated  and,  except  as  to  the
                  designation of  beneficiaries of insurance and similar  benefits,  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.</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This  Agreement  and  all of the  Company's  rights  and  obligations  hereunder  may be
                  assigned or  transferred  by the  Company to, and shall be binding  upon and inure to the benefit
                  of, any  subsidiary  of the Company or any  Successor  to the  Company,  but any such  assignment
                  shall not relieve the assigning  party of any of its  obligations  hereunder.  Except as provided
                  in this Section  20(b),  this  Agreement may not otherwise be assigned by the Company.  (The term
                  "Successor" shall mean, with respect to the Company or any of its  subsidiaries,  any corporation
                  or other business entity which, by merger,  consolidation,  purchase of the assets, or otherwise,
                  acquires all or substantially all of the assets of the Company or such subsidiary.)</FONT></LI>

                  <LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company  shall  obtain the  agreement  of any  Successor  that the  Successor  shall
                  assume  and be  bound by the  terms of this  Agreement  prior  to the  effectiveness  of any such
                  succession.  Failure of the Company to obtain the  agreement  of any  Successor  to assume and be
                  bound by the terms of this Agreement prior to the  effectiveness  of any such succession shall be
                  a breach of this Agreement.</FONT></LI></OL>


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<A NAME=A016></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>21.&nbsp;&nbsp;&nbsp;&nbsp;<b><i><u>Notices.</u></i></b>&nbsp;&nbsp;&nbsp;&nbsp;All notices, requests, demands and other communications hereunder shall (i) be in writing,
(ii) shall be delivered personally or sent by registered mail to the other party hereto at
his 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 Secretary and (iii) if mailed, be effective on
the date stamped on the postage receipt of the post office. A copy of each notice,
request, demand, and other communication to the Company hereunder shall be sent by first
class mail to its counsel, Richard W. Rubenstein, Esq., Squire, Sanders &amp; Dempsey,
Huntington Center, 41 South High Street, 13th Floor, Columbus, Ohio 43215. 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. </FONT></p>


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<A NAME=A017></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>22.&nbsp;&nbsp;&nbsp;&nbsp;<b><i><u>Severability.</u></i></b>&nbsp;&nbsp;&nbsp;&nbsp;If any provision of this Agreement as applied to either party or to any circumstances shall
be adjudged by a court of competent jurisdiction to be void or unenforceable, the same
shall in no way affect any other provision of this Agreement or the validity or
enforceability of this Agreement. </FONT></p>


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<A NAME=A018></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Section Headings.</i></u></b>&nbsp;&nbsp;&nbsp;&nbsp;The section headings contained in
this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement. </FONT></P>

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<A NAME=A019></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24.&nbsp;&nbsp;&nbsp;&nbsp;<b><u><i>Counterparts.</i></u></b>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be executed in one
or more counterparts, which shall, collectively and separately, constitute one agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>IN WITNESS WHEREOF</B>, the
parties hereto have duly executed this Agreement in Englewood, New Jersey, in duplicate
originals on September 6, 2004, in the case of the Company by an officer thereunto duly
authorized. </FONT></P>

<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">UNITED RETAIL GROUP, INC.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">By: <u>/s/ GEORGE R. REMETA</u><BR>Name: George R. Remeta<br>Title: Chief Administrative Officer<br><br><u>/s/ RAPHAEL BENAROYA</u><BR>Raphael Benaroya</FONT></TD></TR>
</TABLE>

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<A NAME=A020></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>empagtRB.doc </FONT></P>


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