EXHIBIT 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 made as of the 18th day of August, 2000, to
the Employment Agreement (the "Agreement") made as of the 20th day of
November, 1998, between UNITED RETAIL GROUP, INC., a Delaware corporation,
with principal offices at 365 West Passaic Street, Rochelle Park, New
Jersey 07662-6563 and KENNETH P. CARROLL, residing at 140 Prospect Avenue,
Apartment 11J, Hackensack, New Jersey 07601.
WHEREAS, capitalized terms used herein and defined in the
Agreement shall have the same meaning as in the Agreement;
WHEREAS, the Executive is an attorney admitted to practice before
the courts of the State of New York and the United States District Court
for the Southern District of New York;
WHEREAS, the Executive has been employed by the Company as its
Senior Vice President - General Counsel to provide, among other things,
advice on the laws of the State of New York and the federal laws of the
United States and to supervise the representation before courts and
legislative and administrative bodies of the Company and its subsidiaries;
WHEREAS, the Company desires to continue the professional services
of the Executive, and the Executive desires to continue to provide such
services to the Company, on the terms set forth in the Agreement; and
WHEREAS, the provisions of this Amendment were recommended by the
Compensation Committee of the Company's Board of Directors on August 17,
2000 and approved by the Company's Board of Directors on August 18, 2000.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Section 1(s) of the Agreement is amended to read in its entirety as
follows:
"(s) Term of Employment shall mean the period of time
commencing on November 20, 1998 and ending on July 30,
2005 or such later date as may be mutually agreed upon by
the Board of Directors and the Executive."
2. All the provisions of the Agreement other than Section 1(s) shall
remain in force unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment in Rochelle Park, New Jersey, in duplicate originals on August
21, 2000.
UNITED RETAIL GROUP, INC.
By: /s/ Raphael Benaroya
--------------------------------
Name: Raphael Benaroya
Title: Chairman of the Board
/s/ Kenneth P. Carroll
------------------------------
Kenneth P. Carroll
Employment agreement
KPC:jw
