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Amended And Restated Pooling And Servicing Agreement - CHARMING SHOPPES INC - 5-3-1996

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Amended And Restated Pooling And Servicing Agreement - CHARMING SHOPPES INC - 5-3-1996 Powered By Docstoc
					EXHIBIT 10.1.11

SPIRIT OF AMERICA NATIONAL BANK SELLER AND SERVICER AND FIRST FIDELITY BANK, NATIONAL ASSOCIATION TRUSTEE CHARMING SHOPPES MASTER TRUST

AMENDMENT NO. 1 DATED AS OF DECEMBER 22, 1995 TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT DATED AS OF DECEMBER 24, 1992 AS AMENDED AND RESTATED AS OF MAY 4, 1994

Amendment No. 1, dated as of December 22, 1995 (this "Amendment") to the Amended and Restated Pooling and Servicing Agreement, dated as of December 24, 1992, as amended and restated as of May 4, 1994 (as amended and restated, the "Agreement") each by and between Spirit of America National Bank, a national banking association, as Seller and Servicer, and First Fidelity Bank, National Association, a national banking association, as Trustee. Any capitalized term not herein defined shall have the meaning assigned to it in the Agreement. WHEREAS, the Seller, the Servicer and the Trustee desire to amend the Agreement to conform to the terms of the Agreement as disclosed on page 56 of the Preliminary Prospectus for the Charming Shoppes Master Trust ___% Asset Backed Certificates, Series 1994-1 dated April 19, 1994, and on page 56 of the Prospectus for the Charming Shoppes Master Trust 7.00% Asset Backed Certificates, Series 1994-1 dated April 26, 1994; WHEREAS, an Opinion of Counsel has been delivered to the Trustee pursuant to Section 13.1 (a) of the Agreement; WHEREAS, each Rating Agency has notified the Seller, the Servicer and the Trustee in writing that such action shall not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency. NOW THEREFORE, the Agreement is hereby amended in the following manner: Section 9.1 (a) of the Agreement shall be amended as follows:

Amendment No. 1, dated as of December 22, 1995 (this "Amendment") to the Amended and Restated Pooling and Servicing Agreement, dated as of December 24, 1992, as amended and restated as of May 4, 1994 (as amended and restated, the "Agreement") each by and between Spirit of America National Bank, a national banking association, as Seller and Servicer, and First Fidelity Bank, National Association, a national banking association, as Trustee. Any capitalized term not herein defined shall have the meaning assigned to it in the Agreement. WHEREAS, the Seller, the Servicer and the Trustee desire to amend the Agreement to conform to the terms of the Agreement as disclosed on page 56 of the Preliminary Prospectus for the Charming Shoppes Master Trust ___% Asset Backed Certificates, Series 1994-1 dated April 19, 1994, and on page 56 of the Prospectus for the Charming Shoppes Master Trust 7.00% Asset Backed Certificates, Series 1994-1 dated April 26, 1994; WHEREAS, an Opinion of Counsel has been delivered to the Trustee pursuant to Section 13.1 (a) of the Agreement; WHEREAS, each Rating Agency has notified the Seller, the Servicer and the Trustee in writing that such action shall not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency. NOW THEREFORE, the Agreement is hereby amended in the following manner: Section 9.1 (a) of the Agreement shall be amended as follows: In each case where "Seller" appears, it shall be replaced with "Seller or Charming Shoppes, Inc." In the third and fourth lines from the end of Section 9.1(a), the phrase "file a petition to take advantage of any" shall be replaced with "commence or have commenced against it (unless dismissed within thirty days) as debtor a proceeding under any" Section 9.2 (a) of the Agreement shall be amended as follows: In the second line, "with respect to the Seller" shall be added before "(an 'Insolvency Event')" In all other respects the Agreement is confirmed and ratified and shall continue in full force and effect. Henceforth, references in the Agreement to "the Agreement," "this Agreement," "hereof," "hereto" or words of similar import shall in each case be deemed to refer to the Agreement as hereby amended.

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. SPIRIT OF AMERICA NATIONAL BANK, Seller and Servicer By:___________________________________ Name: Kirk Simme Title: Vice President FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE By:____________________________________ Name: Tile:

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. SPIRIT OF AMERICA NATIONAL BANK, Seller and Servicer By:___________________________________ Name: Kirk Simme Title: Vice President FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE By:____________________________________ Name: Tile:

EXHIBIT 10.1.12 SPIRIT OF AMERICA NATIONAL BANK Seller and Servicer and FIRST UNION NATIONAL BANK Trustee Charming Shoppes Master Trust

AMENDMENT NO. 2 Dated as of March 22, 1996 AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of December 24, 1992 As Amended and Restated as of May 4, 1994 As Amended by Amendment No. 1 as of December 22, 1995

Amendment No. 2, dated as of March 22, 1996 (this "Amendment") to the Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 1992, as amended and restated as of May 4, 1994 (as amended and restated, and as amended by the Amendment No. 1 thereto dated as of December 22, 1995, the "Agreement") each by and between Spirit of America National Bank, a national banking association, as Seller and Servicer, and First Union National Bank, a national banking association, as Trustee. Any capitalized term not

EXHIBIT 10.1.12 SPIRIT OF AMERICA NATIONAL BANK Seller and Servicer and FIRST UNION NATIONAL BANK Trustee Charming Shoppes Master Trust

AMENDMENT NO. 2 Dated as of March 22, 1996 AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of December 24, 1992 As Amended and Restated as of May 4, 1994 As Amended by Amendment No. 1 as of December 22, 1995

Amendment No. 2, dated as of March 22, 1996 (this "Amendment") to the Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 1992, as amended and restated as of May 4, 1994 (as amended and restated, and as amended by the Amendment No. 1 thereto dated as of December 22, 1995, the "Agreement") each by and between Spirit of America National Bank, a national banking association, as Seller and Servicer, and First Union National Bank, a national banking association, as Trustee. Any capitalized term not herein defined shall have the meaning assigned to it in the Agreement. WHEREAS, the Seller, the Servicer and the Trustee desire to amend the Agreement in certain respects as set forth herein; WHEREAS, an Opinion of Counsel for the Seller has been delivered to the Trustee and each Purchaser Representative pursuant to Section 13.1 (a) of the Agreement. WHEREAS, each Rating Agency has notified the Seller, the Servicer and the Trustee in writing that the amendments provided herein shall not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency. NOW THEREFORE, the Agreement is hereby amended in the following manner: (a) The definition of "Trust Termination Date" in Section 1.1 of the Agreement is hereby amended by adding the Language, "and (c) December 24, 2007" to the end of such definition. (b) Section 6.9(b) of the Agreement is hereby amended, effective as of August 15, 1994, by replacing the last three sentences thereof with the following three sentences:

Amendment No. 2, dated as of March 22, 1996 (this "Amendment") to the Amended and Restated Pooling and Servicing Agreement, dated as of December 22, 1992, as amended and restated as of May 4, 1994 (as amended and restated, and as amended by the Amendment No. 1 thereto dated as of December 22, 1995, the "Agreement") each by and between Spirit of America National Bank, a national banking association, as Seller and Servicer, and First Union National Bank, a national banking association, as Trustee. Any capitalized term not herein defined shall have the meaning assigned to it in the Agreement. WHEREAS, the Seller, the Servicer and the Trustee desire to amend the Agreement in certain respects as set forth herein; WHEREAS, an Opinion of Counsel for the Seller has been delivered to the Trustee and each Purchaser Representative pursuant to Section 13.1 (a) of the Agreement. WHEREAS, each Rating Agency has notified the Seller, the Servicer and the Trustee in writing that the amendments provided herein shall not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency. NOW THEREFORE, the Agreement is hereby amended in the following manner: (a) The definition of "Trust Termination Date" in Section 1.1 of the Agreement is hereby amended by adding the Language, "and (c) December 24, 2007" to the end of such definition. (b) Section 6.9(b) of the Agreement is hereby amended, effective as of August 15, 1994, by replacing the last three sentences thereof with the following three sentences: If any Certificate Series of Receivable Purchase Series is outstanding, it is a condition to the issuance of any newly created Series of Investor Certificates that the Trustee and (if any such outstanding Certificate Series is rated) each Rating Agency shall have received an Opinion of Counsel that, (i) the issuance of such new Series of Investor Certificates will not cause the trust to be treated as an association (or publicly traded partnership) taxable as a corporation and (ii) the issuance of the newly issued Series of Investor Certificates will not adversely affect the federal income tax characterization of any outstanding Investor Certificates or Receivable Purchase Interests. Upon satisfaction of such condition, the Trustee shall Handel the existing Exchangeable Seller Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and a new Exchangeable Seller Certificate, dated the Exchange Date. There

is no limit to the number of Exchanges that may be performed under this Agreement. (c) Section 6.17 of the Agreement is hereby amended by replacing the last sentence thereof with the following sentence: If any Certificate Series or Receivables Purchase Series is outstanding, it is a condition to the creation of any Receivable Purchase Series that the Trustee and if any such outstanding Certificate Series is rated) each Rating Agency shall have received an Opinion of Counsel that (i) the issuance of such Receivable Purchase Series will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation and (ii) the creation of such Receivable Purchase Series will not adversely affect the federal income tax characterization of any outstanding Investor Certificates or Receivable Purchase Interests. (d) Section 11.16 of the Agreement is hereby amended by replacing the first two sentences thereof with the following two sentences: The Trustee shall maintain at its expense in New York, New York or Newark, New Jersey an office or offices, or agency or agencies, where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served. The Trustee initially appoints First Union National Bank, 765 Broad Street, Newark, New Jersey 07102, as its office for such purposes. In all other respects the Agreement is confirmed and ratified and shall continue in full force and effect. Henceforth,

is no limit to the number of Exchanges that may be performed under this Agreement. (c) Section 6.17 of the Agreement is hereby amended by replacing the last sentence thereof with the following sentence: If any Certificate Series or Receivables Purchase Series is outstanding, it is a condition to the creation of any Receivable Purchase Series that the Trustee and if any such outstanding Certificate Series is rated) each Rating Agency shall have received an Opinion of Counsel that (i) the issuance of such Receivable Purchase Series will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation and (ii) the creation of such Receivable Purchase Series will not adversely affect the federal income tax characterization of any outstanding Investor Certificates or Receivable Purchase Interests. (d) Section 11.16 of the Agreement is hereby amended by replacing the first two sentences thereof with the following two sentences: The Trustee shall maintain at its expense in New York, New York or Newark, New Jersey an office or offices, or agency or agencies, where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served. The Trustee initially appoints First Union National Bank, 765 Broad Street, Newark, New Jersey 07102, as its office for such purposes. In all other respects the Agreement is confirmed and ratified and shall continue in full force and effect. Henceforth, references in the Agreement to "the Agreement," "this Agreement," "hereof" or words of similar import shall in each case be deemed to refer to the Agreement as hereby amended.

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. SPIRIT OF AMERICA NATIONAL BANK, Seller and Servicer By:__________________________________ Name: Kirk Simme Title: Vice President FIRST UNION NATIONAL BANK, Trustee By:____________________________________ Name: Title:

EXHIBIT 10.1.13 SPIRIT OF AMERICA NATIONAL BANK Seller and Servicer and FIRST UNION NATIONAL BANK

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. SPIRIT OF AMERICA NATIONAL BANK, Seller and Servicer By:__________________________________ Name: Kirk Simme Title: Vice President FIRST UNION NATIONAL BANK, Trustee By:____________________________________ Name: Title:

EXHIBIT 10.1.13 SPIRIT OF AMERICA NATIONAL BANK Seller and Servicer and FIRST UNION NATIONAL BANK Trustee Charming Shoppes Master Trust AMENDMENT NO. 1 Dated as of March 29, 1996 to SERIES 1994-2 SUPPLEMENT

Amendment No. 1, dated as of March 29, 1996 (this "Amendment") to the Series 1994-2 Supplement, dated as of August 15, 1994 (the "Supplement") by and between Spirit of America National Bank, a national banking association, as Seller and Servicer, and First Union National Bank, a national banking association, as Trustee. Any capitalized term not herein defined shall have the meaning assigned to it in the Supplement. WHEREAS, the Seller, the Servicer and the Trustee desire to amend the Supplement in certain respects as set forth herein; WHEREAS, an Opinion of Counsel for the Seller has been delivered to the Trustee and each Purchaser Representative pursuant to Section 16 of the Supplement and Section 13.1(a) of the Agreement.

EXHIBIT 10.1.13 SPIRIT OF AMERICA NATIONAL BANK Seller and Servicer and FIRST UNION NATIONAL BANK Trustee Charming Shoppes Master Trust AMENDMENT NO. 1 Dated as of March 29, 1996 to SERIES 1994-2 SUPPLEMENT

Amendment No. 1, dated as of March 29, 1996 (this "Amendment") to the Series 1994-2 Supplement, dated as of August 15, 1994 (the "Supplement") by and between Spirit of America National Bank, a national banking association, as Seller and Servicer, and First Union National Bank, a national banking association, as Trustee. Any capitalized term not herein defined shall have the meaning assigned to it in the Supplement. WHEREAS, the Seller, the Servicer and the Trustee desire to amend the Supplement in certain respects as set forth herein; WHEREAS, an Opinion of Counsel for the Seller has been delivered to the Trustee and each Purchaser Representative pursuant to Section 16 of the Supplement and Section 13.1(a) of the Agreement. NOW THEREFORE, the Supplement is hereby amended in the following manner: SECTION 1. Definitions. 1. Section 2 of the Supplement is amended by adding the following definitions thereto, in correct alphabetical order: "Cash Collateral Account" shall have the meaning specified in Section 4.15. "Class B Escrow Account" shall have the meaning specified in Section 4.14. "Class Percentage" shall mean, at any time: (i) with respect to the Class A Certificateholders, a fraction (expressed as a percentage), the numerator of which is the Class A Invested Amount at such time and the denominator of which is the Invested Amount at such time; and (ii) with respect to the Class B Certificateholders, a fraction (expressed as a percentage), the numerator of which is the Class B Invested Amount at such time and the denominator of which is the Invested Amount at such time. "Section 4.5 Draw Amount" is defined in Section 4.5.

Amendment No. 1, dated as of March 29, 1996 (this "Amendment") to the Series 1994-2 Supplement, dated as of August 15, 1994 (the "Supplement") by and between Spirit of America National Bank, a national banking association, as Seller and Servicer, and First Union National Bank, a national banking association, as Trustee. Any capitalized term not herein defined shall have the meaning assigned to it in the Supplement. WHEREAS, the Seller, the Servicer and the Trustee desire to amend the Supplement in certain respects as set forth herein; WHEREAS, an Opinion of Counsel for the Seller has been delivered to the Trustee and each Purchaser Representative pursuant to Section 16 of the Supplement and Section 13.1(a) of the Agreement. NOW THEREFORE, the Supplement is hereby amended in the following manner: SECTION 1. Definitions. 1. Section 2 of the Supplement is amended by adding the following definitions thereto, in correct alphabetical order: "Cash Collateral Account" shall have the meaning specified in Section 4.15. "Class B Escrow Account" shall have the meaning specified in Section 4.14. "Class Percentage" shall mean, at any time: (i) with respect to the Class A Certificateholders, a fraction (expressed as a percentage), the numerator of which is the Class A Invested Amount at such time and the denominator of which is the Invested Amount at such time; and (ii) with respect to the Class B Certificateholders, a fraction (expressed as a percentage), the numerator of which is the Class B Invested Amount at such time and the denominator of which is the Invested Amount at such time. "Section 4.5 Draw Amount" is defined in Section 4.5. "Section 4.5 Payment Amount" is defined in Section 4.5. "Section 4.9 Draw Amount" is defined in Section 4.9. "Section 4.9 Payment Amount" is defined in Section 4.9.

2. Upon the payment by the Seller to the Class B Certificateholder of $750,000, the Class B Invested Amount shall be reduced by $750,000, to an amount equal to $3,250,000. In connection with such reduction, the Class B Certificateholder shall exchange the Class B Certificate currently outstanding (the "Current Class B Certificate") for a new Class B Certificate, in an amount equal to $3,250,000 (the "New Class B Certificate"). In accordance with Section 6.3 of the Agreement, and upon the payment by the Seller as described above, the Class B Certificateholder shall surrender the Current Class B Certificate at an office or agency of the Transfer Agent and Registrar, and the Seller shall then execute, and the Trustee shall authenticate and deliver, the New Class B Certificate. In connection with such reduction, the definition of "Initial Class B Invested Amount" in Section 2 of the Supplement is amended and restated to read as follows: "Initial Class B Invested Amount" shall mean $3,250,000. SECTION 2. Transfer Restrictions. (a) The first sentence of Section 4(b) of the Supplement is amended and restated to read as follows: Anything to the contrary in this Supplement or the Agreement notwithstanding, no Series 1994-2 Certificate may be sold or transferred to any Person unless such sale or transfer

2. Upon the payment by the Seller to the Class B Certificateholder of $750,000, the Class B Invested Amount shall be reduced by $750,000, to an amount equal to $3,250,000. In connection with such reduction, the Class B Certificateholder shall exchange the Class B Certificate currently outstanding (the "Current Class B Certificate") for a new Class B Certificate, in an amount equal to $3,250,000 (the "New Class B Certificate"). In accordance with Section 6.3 of the Agreement, and upon the payment by the Seller as described above, the Class B Certificateholder shall surrender the Current Class B Certificate at an office or agency of the Transfer Agent and Registrar, and the Seller shall then execute, and the Trustee shall authenticate and deliver, the New Class B Certificate. In connection with such reduction, the definition of "Initial Class B Invested Amount" in Section 2 of the Supplement is amended and restated to read as follows: "Initial Class B Invested Amount" shall mean $3,250,000. SECTION 2. Transfer Restrictions. (a) The first sentence of Section 4(b) of the Supplement is amended and restated to read as follows: Anything to the contrary in this Supplement or the Agreement notwithstanding, no Series 1994-2 Certificate may be sold or transferred to any Person unless such sale or transfer (i) is pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act") and (ii) complies with the further provisions of this Section 4. (b) the following new subsection is added at the end of Section 4 of the Supplement: (e) No transfer (or purported transfer) of all or any part of the Series 1994-2 Certificates (or any economic interest therein), whether to another Series 1994-2 Certificateholder or to a Person who is not a Series 1994-2 Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a holder of a Series 1994-2 Certificate (or any economic interest therein) if (i) at the time of such transfer (or purported transfer) any Series 1994-2 Certificates are traded on an established securities market, (ii) after such transfer (or purported transfer) the Trust would have more than 10 holders of Series 1994-2 Certificates or (iii) the Series 1994-2 Certificates were issued or sold in a transaction or transactions required to be registered under the 1933 Act or, to the extent such offerings or sales were not required to be registered under the 1933 Act by reason of Regulation S (17 CFR 230.901 through 230.904 or any successor thereto), such offerings or sales would have been required to be registered under the 1933 Act if the interests so offered or sold had been offered and sold within the United States. For purposes of clause (i) of the preceding sentence, an established securities market is a national securities exchange that is either registered under Section 6 of the Securities Exchange Act of 1934 (the "1934 Act") or exempt from registration because of the limited volume of

transactions, a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements of the 1934 Act, a regional or local exchange, or an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise. For purposes of determining whether the Trust will have more than 10 holders of Series 1994-2 Certificates, each Person indirectly owning an interest in the Trust through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a "flow-through entity") shall be treated as a holder of a Series 1994-2 Certificate unless the Seller determines in its sole discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flowthrough entity's interest (direct or indirect) in the Trust. SECTION 3. Loss Coverage. Section 4.5 of the Supplement is amended and restated to read as follows: Section 4.5. Investor Loss Amount. On each Determination Date, the Servicer shall calculate the Investor Loss Amount for the preceding Due Period. If on such date the Required Amount exceeds zero on the related Distribution Date (such deficiency, the "Shortfall"), the Servicer shall cause to be withdrawn from the Cash Collateral Account an amount (the "Section 4.5 Payment Amount") equal to the lesser of the Investor Loss Amount and such Shortfall; provided that if the

transactions, a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements of the 1934 Act, a regional or local exchange, or an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise. For purposes of determining whether the Trust will have more than 10 holders of Series 1994-2 Certificates, each Person indirectly owning an interest in the Trust through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity a "flow-through entity") shall be treated as a holder of a Series 1994-2 Certificate unless the Seller determines in its sole discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flowthrough entity's interest (direct or indirect) in the Trust. SECTION 3. Loss Coverage. Section 4.5 of the Supplement is amended and restated to read as follows: Section 4.5. Investor Loss Amount. On each Determination Date, the Servicer shall calculate the Investor Loss Amount for the preceding Due Period. If on such date the Required Amount exceeds zero on the related Distribution Date (such deficiency, the "Shortfall"), the Servicer shall cause to be withdrawn from the Cash Collateral Account an amount (the "Section 4.5 Payment Amount") equal to the lesser of the Investor Loss Amount and such Shortfall; provided that if the amount on deposit in the Cash Collateral Account is less than the Section 4.5 Payment Amount, the amount withdrawn will be the amount in the Cash Collateral Account. The amount actually withdrawn is the "Section 4.5 Draw Amount," and the funds so withdrawn shall be deposited in the Collection Account and allocated as Principal Receivables (as defined in the Series 1994-1 Supplement) pursuant to Section 4.4 of the Series 1994-1 Supplement. If the Section 4.5 Payment Amount exceeds the Section 4.5 Draw Amount, the Class B Invested Amount will be reduced by the amount of such excess (a "Class B Charge-Off"). In the event that such reduction would cause the Class B Invested Amount to be a negative number, the Class B Invested Amount shall be zero, and the Class A Invested Amount will be reduced by an amount equal to the excess of such reduction over the Class B Invested Amount prior to the reduction (a "Class A Charge-Off"). SECTION 4. Reimbursements. Clauses (d) and (e) of Section 4.6 of the Supplement are amended and restated to read as follows: (d) Reimbursement of Investor Charge-Offs. On each Distribution Date, the Trustee, acting in accordance with instructions of the Servicer, shall withdraw from the Collection Account, to the extent of Available Funds and any Shared Excess Finance Charge Collections allocable to the Series 1994-2 Certificates and any Excess Loan Agreement Funds on such Distribution

Date, after giving effect to the withdrawals pursuant to Sections 4.6(a), (b) and (c), an amount equal to the aggregate amount of Investor Charge-Offs and Section 4.5 Draw Amounts, if any, which have not theretofore been reimbursed pursuant to this Section 4.6(d), and shall during the Early Amortization Period deposit such amount in accordance with Section 4.4(c)(ii), as if such amounts were Collections of Principal Receivables allocable to the Series 1994-2 Certificates. Reimbursements of Investor Charge-Offs and Section 4.5 Draw Amounts shall be applied first to the Class A Certificate, second, to the extent amounts are available following the reimbursement of the Class A Certificate, to the Class B Certificate, and third, to the extent amounts are available following reimbursement of the Class B Certificate, to the Section 4.5 Draw Amounts. (e) Reimbursement of Investor Reductions. On each Distribution Date, the Trustee, acting in accordance with instructions of the Servicer, shall withdraw from the Collection Account, to the extent of Available Funds and any Shared Excess Finance Charge Collections allocable to the Series 1994-2 Certificates and any Excess Loan Agreement Funds on such Distribution Date, after giving effect to the withdrawals pursuant to Sections 4.6(a), (b), (c) and (d), an amount equal to the aggregate amount of Class A Reductions, Principal Reductions, Class B Reductions and Section 4.9 Draw Amounts, if any, which have not theretofore been reimbursed pursuant to this Section 4.6(e), and shall during the Early Amortization Period deposit such amount in accordance with Section 4.4(c)(ii), as if such amounts were Collections of Principal Receivables allocable to the Series 1994-2 Certificates. Reimbursements of Class A Reductions, Principal Reductions, Class B Reductions and Section

Date, after giving effect to the withdrawals pursuant to Sections 4.6(a), (b) and (c), an amount equal to the aggregate amount of Investor Charge-Offs and Section 4.5 Draw Amounts, if any, which have not theretofore been reimbursed pursuant to this Section 4.6(d), and shall during the Early Amortization Period deposit such amount in accordance with Section 4.4(c)(ii), as if such amounts were Collections of Principal Receivables allocable to the Series 1994-2 Certificates. Reimbursements of Investor Charge-Offs and Section 4.5 Draw Amounts shall be applied first to the Class A Certificate, second, to the extent amounts are available following the reimbursement of the Class A Certificate, to the Class B Certificate, and third, to the extent amounts are available following reimbursement of the Class B Certificate, to the Section 4.5 Draw Amounts. (e) Reimbursement of Investor Reductions. On each Distribution Date, the Trustee, acting in accordance with instructions of the Servicer, shall withdraw from the Collection Account, to the extent of Available Funds and any Shared Excess Finance Charge Collections allocable to the Series 1994-2 Certificates and any Excess Loan Agreement Funds on such Distribution Date, after giving effect to the withdrawals pursuant to Sections 4.6(a), (b), (c) and (d), an amount equal to the aggregate amount of Class A Reductions, Principal Reductions, Class B Reductions and Section 4.9 Draw Amounts, if any, which have not theretofore been reimbursed pursuant to this Section 4.6(e), and shall during the Early Amortization Period deposit such amount in accordance with Section 4.4(c)(ii), as if such amounts were Collections of Principal Receivables allocable to the Series 1994-2 Certificates. Reimbursements of Class A Reductions, Principal Reductions, Class B Reductions and Section 4.9 Draw Amounts shall be applied first to the Class A Certificate and the Principal Reductions, second, to the extent amounts are available following the reimbursement of the Class A Certificate and the Principal Reductions, to the Class B Certificate, and third, to the extent amounts are available following reimbursement of the Class B Certificate, to the Section 4.9 Draw Amounts. SECTION 5. Allocations. Section 4.8 of the Supplement is amended and restated to read as follows:

Section 4.8. Payment of Certificate Principal; Excess Spread. (a) On each Distribution Date with respect to the Scheduled Amortization Period or Early Amortization Period the Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the Collection Account and deposit into the Principal Funding Account, to the extent of Available Principal Collections for such Distribution Date, an amount up to the Adjusted Investor Interest. On each Special Payment Date, the Servicer shall instruct the Trustee to withdraw, and the Trustee shall withdraw, from the Principal Funding Account all amounts on deposit therein, provided that such withdrawal shall not reduce the Adjusted Invested Amount below the Required Series 1994-2 Invested Amount, and distribute such amounts to the Paying Agent. The Paying Agent shall: (i) in accordance with Section 5.1, pay to the Class A Certificateholders their Class Percentage of such amounts (which payment shall result in a reduction of the Class A Invested Amount); and (ii) allocate to the Class B Certificateholders their Class Percentage of such amounts (which allocation shall result in a reduction of the Class B Invested Amount), provided that the amount so allocated shall be deposited in the Class B Escrow Account for distribution in accordance with Section 4.14. (b) If, after giving effect to the payments to the Series 1994-2 Certificateholders pursuant to Section 4.8(a) the Invested Amount shall be zero, the Servicer shall instruct the Trustee to withdraw, and the Trustee shall withdraw, from the Principal Funding Account any remaining amounts on deposit therein and distribute such amounts, if any, to the Seller. SECTION 6. Dilution Coverage. Section 4.9 of the Supplement is amended and restated to read as follows: SECTION 4.9. Seller's or Servicer's Failure to Make a Deposit or Payment. (a) If, at the end of any Due Period, the reduction of the Seller Interest by the Series Dilution Amount applicable to Series 1994- 1 and Series 1994-2, if any, after giving effect to any deposit to the Excess Funding Account or

Section 4.8. Payment of Certificate Principal; Excess Spread. (a) On each Distribution Date with respect to the Scheduled Amortization Period or Early Amortization Period the Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the Collection Account and deposit into the Principal Funding Account, to the extent of Available Principal Collections for such Distribution Date, an amount up to the Adjusted Investor Interest. On each Special Payment Date, the Servicer shall instruct the Trustee to withdraw, and the Trustee shall withdraw, from the Principal Funding Account all amounts on deposit therein, provided that such withdrawal shall not reduce the Adjusted Invested Amount below the Required Series 1994-2 Invested Amount, and distribute such amounts to the Paying Agent. The Paying Agent shall: (i) in accordance with Section 5.1, pay to the Class A Certificateholders their Class Percentage of such amounts (which payment shall result in a reduction of the Class A Invested Amount); and (ii) allocate to the Class B Certificateholders their Class Percentage of such amounts (which allocation shall result in a reduction of the Class B Invested Amount), provided that the amount so allocated shall be deposited in the Class B Escrow Account for distribution in accordance with Section 4.14. (b) If, after giving effect to the payments to the Series 1994-2 Certificateholders pursuant to Section 4.8(a) the Invested Amount shall be zero, the Servicer shall instruct the Trustee to withdraw, and the Trustee shall withdraw, from the Principal Funding Account any remaining amounts on deposit therein and distribute such amounts, if any, to the Seller. SECTION 6. Dilution Coverage. Section 4.9 of the Supplement is amended and restated to read as follows: SECTION 4.9. Seller's or Servicer's Failure to Make a Deposit or Payment. (a) If, at the end of any Due Period, the reduction of the Seller Interest by the Series Dilution Amount applicable to Series 1994- 1 and Series 1994-2, if any, after giving effect to any deposit to the Excess Funding Account or conveyance of Receivables as provided in the second sentence of Section 4.3(d) of the Agreement results in the Seller Interest being less than zero, the Servicer shall calculate an amount (the "Section 4.9 Payment Amount") equal to the lesser of (x) the Series Dilution Amount applicable to Series 1994-1 and Series 1994-2 after giving effect to the reduction of the Seller Interest to zero and (y) $400,000 plus the amount on deposit in the Excess Funding Account. The Servicer shall cause to be withdrawn from the Cash Collateral Account (the amount so withdrawn being the "Section 4.9 Draw Amount") an amount equal

to the Section 4.9 Payment Amount (or, if less, the amount on deposit in the Cash Collateral Account) and the funds so withdrawn shall be deposited in the Collection Account and allocated as Principal Receivables (as defined in the Series 1994-1 Supplement) pursuant to Section 4.4 of the Series 1994-1 Supplement. If the Section 4.9 Payment Amount exceeds the Section 4.9 Draw Amount, the Servicer shall cause the Trustee to reduce the Class B Invested Amount by such excess (a "Class B Reduction"), and such amount shall be allocated as Principal Receivables (as defined in the Series 1994-1 Supplement) pursuant to Section 4.4 of the Series 1994-1 Supplement. In the event that such reduction would cause the Class B Invested Amount to be a negative number, the Class B Invested Amount shall be zero, and the Class A Invested Amount will be reduced by an amount equal to (x) the Series Dilution Amount applicable to Series 1994-1 and Series 1994-2 minus the sum of (i) the Section 4.9 Draw Amount plus (ii) the Class B Invested Amount prior to the reduction. In the event that such a reduction would cause the Class B Invested Amount to be a positive number, the Class A Invested Amount will be reduced by the excess, if any, of (x) the Series Dilution Amount applicable to Series 1994-1 and Series 19942 over (y) the sum of the Section 4.9 Draw Amount and the Class B Reduction. Each reduction to the Class A Invested Amount referred to in this Section 4.9(a) is called a "Class A Reduction", and the amount of such reduction shall be allocated as Principal Receivables (as defined in the Series 1994-1 Supplement) pursuant to Section 4.4 of the Series 1994-1 Supplement. In the event that such reduction would cause the Class A Invested Amount to be a negative number, the Class A Invested Amount shall be zero, and the amounts on deposit in the Principal Funding Account, if any, up to the excess of the Series Dilution Amount applicable to Series 1994-1 and Series 1994-2 over the sum of the Class B Invested Amount and the Class A Invested Amount prior to the

to the Section 4.9 Payment Amount (or, if less, the amount on deposit in the Cash Collateral Account) and the funds so withdrawn shall be deposited in the Collection Account and allocated as Principal Receivables (as defined in the Series 1994-1 Supplement) pursuant to Section 4.4 of the Series 1994-1 Supplement. If the Section 4.9 Payment Amount exceeds the Section 4.9 Draw Amount, the Servicer shall cause the Trustee to reduce the Class B Invested Amount by such excess (a "Class B Reduction"), and such amount shall be allocated as Principal Receivables (as defined in the Series 1994-1 Supplement) pursuant to Section 4.4 of the Series 1994-1 Supplement. In the event that such reduction would cause the Class B Invested Amount to be a negative number, the Class B Invested Amount shall be zero, and the Class A Invested Amount will be reduced by an amount equal to (x) the Series Dilution Amount applicable to Series 1994-1 and Series 1994-2 minus the sum of (i) the Section 4.9 Draw Amount plus (ii) the Class B Invested Amount prior to the reduction. In the event that such a reduction would cause the Class B Invested Amount to be a positive number, the Class A Invested Amount will be reduced by the excess, if any, of (x) the Series Dilution Amount applicable to Series 1994-1 and Series 19942 over (y) the sum of the Section 4.9 Draw Amount and the Class B Reduction. Each reduction to the Class A Invested Amount referred to in this Section 4.9(a) is called a "Class A Reduction", and the amount of such reduction shall be allocated as Principal Receivables (as defined in the Series 1994-1 Supplement) pursuant to Section 4.4 of the Series 1994-1 Supplement. In the event that such reduction would cause the Class A Invested Amount to be a negative number, the Class A Invested Amount shall be zero, and the amounts on deposit in the Principal Funding Account, if any, up to the excess of the Series Dilution Amount applicable to Series 1994-1 and Series 1994-2 over the sum of the Class B Invested Amount and the Class A Invested Amount prior to the reductions thereof, will be withdrawn from the Principal Funding Account by the Trustee and deposited in the Collection Account and allocated as Principal Receivables (as defined in the Series 1994-1 Supplement) pursuant to Section 4.4 of the Series 1994-1 Supplement. (b) If the Class B Invested Amount, the Class A Invested Amount or any amounts on deposit in the Cash Collateral Account or Principal Funding Account are reduced pursuant to Section 4.9(a) because of a failure of the Servicer or the Seller to make, or give instructions to make, any payment or deposit required to be made or given by the Seller pursuant to Section 4.3(d) of the Agreement, the Seller shall, as appropriate, as promptly as possible but in no event later than five Business Days following such withdrawal, deposit or cause to be deposited in the Principal Funding Account an amount equal to the required payment, deposit or transfer. If, at any time, the Seller shall deposit or cause to be deposited in the Principal Funding Account such required payment, deposit or transfer, the deposit shall be applied by the Trustee first to reimburse the Class A Certificateholder for any Class A Reductions, second to reimburse the Principal Funding Account for any Principal Reductions, third to reimburse the Class B Certificateholder for any Class B Reductions and fourth

to reimburse the Cash Collateral Account for any Section 4.9 Draw Amounts. The Seller shall be obligated to deposit or cause to be deposited in the Principal Funding Account an amount equal to such required payment, deposit or transfer notwithstanding any reimbursement of Class A Reductions, Principal Reductions or Class B Reduction pursuant to Section 4.6(e). (c) If the Servicer or the Seller fails to make, or give instructions to make, any payment or deposit required to be made or given by the Servicer or Seller, respectively, at the time specified in the Agreement (including applicable grace periods), the Trustee shall make such payment or deposit from the applicable account without instruction from the Servicer or Seller in an amount equal to the amount of such payment or deposit (for amounts owing pursuant to Section 4.6). The Trustee shall be required to make any such payment, deposit or withdrawal hereunder only to the extent that the Trustee has sufficient information to allow it to determine the amount thereof; provided, however, that the Trustee shall in all cases be deemed to have sufficient information to determine the amount of interest payable to the Series 1994-2 Certificateholders on each Distribution Date. The Servicer shall, upon request of the Trustee, promptly provide the Trustee with all information necessary to allow the Trustee to make such payment, deposit or withdrawal. Such funds or the proceeds of such withdrawal shall be applied by the Trustee in the manner in which such payment or deposit should have been made by the Seller or the Servicer, as the case may be. SECTION 7. Class B Escrow Account. Article IV of the Supplement is hereby amended by adding the following new Section 4.14 to the end thereof:

to reimburse the Cash Collateral Account for any Section 4.9 Draw Amounts. The Seller shall be obligated to deposit or cause to be deposited in the Principal Funding Account an amount equal to such required payment, deposit or transfer notwithstanding any reimbursement of Class A Reductions, Principal Reductions or Class B Reduction pursuant to Section 4.6(e). (c) If the Servicer or the Seller fails to make, or give instructions to make, any payment or deposit required to be made or given by the Servicer or Seller, respectively, at the time specified in the Agreement (including applicable grace periods), the Trustee shall make such payment or deposit from the applicable account without instruction from the Servicer or Seller in an amount equal to the amount of such payment or deposit (for amounts owing pursuant to Section 4.6). The Trustee shall be required to make any such payment, deposit or withdrawal hereunder only to the extent that the Trustee has sufficient information to allow it to determine the amount thereof; provided, however, that the Trustee shall in all cases be deemed to have sufficient information to determine the amount of interest payable to the Series 1994-2 Certificateholders on each Distribution Date. The Servicer shall, upon request of the Trustee, promptly provide the Trustee with all information necessary to allow the Trustee to make such payment, deposit or withdrawal. Such funds or the proceeds of such withdrawal shall be applied by the Trustee in the manner in which such payment or deposit should have been made by the Seller or the Servicer, as the case may be. SECTION 7. Class B Escrow Account. Article IV of the Supplement is hereby amended by adding the following new Section 4.14 to the end thereof: Section 4.14. Class B Escrow Account. (a) The Paying Agent shall establish or shall cause to be established and maintained with a Qualified Depository Institution in the names of the Class A Certificateholders and the Class B Certificateholders, a segregated escrow account (the "Class B Escrow Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1994-2 Certificateholders. The Class B Escrow Account shall be under the sole dominion and control of the Paying Agent for the benefit of the Series 1994-2 Certificateholders as provided in Section 5.1. If, at any time, the institution holding the Class B Escrow Account ceases to be a Qualified Depository Institution, the Paying Agent shall, within twenty Business Days, establish a new Class B Escrow Account meeting the conditions specified above with a Qualified Depository Institution and transfer any cash or any investments to such new Class B Escrow Account, and from the date such new Class B Escrow Account is established it shall be the "Class B Escrow Account." Neither the Seller nor the Servicer, nor any Person claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Class B Escrow Account.

(b) Funds on deposit in the Class B Escrow Account shall be invested by the Paying Agent in Permitted Investments that will mature so that such funds will be available prior to the Distribution Date following such investment. The Paying Agent shall maintain possession of the negotiable instruments or securities, if any, evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until maturity. On each Special Payment Date, the Paying Agent shall withdraw the proceeds of such investments from the Class B Escrow Account and pay such amounts to the Class B Certificateholders in accordance with Section 5.1. (c) If, on any Special Payment Date, the Class A Invested Amount is reduced on account of a Class A ChargeOff pursuant to Section 4.5 or a Class A Reduction pursuant to Section 4.9, the Paying Agent shall withdraw from the Class B Escrow Account the lesser of (i) the amount of such Class A Charge-Off or Class A Reduction, as applicable and (ii) the amount on deposit in the Class B Escrow Account, and shall pay the amount so withdrawn to the Class A Certificateholders in accordance with Section 5.1. If the Class A Certificateholders are subsequently reimbursed for such Class A Charge-Off (pursuant to Section 4.6(d) or otherwise) or Class A Reduction (pursuant to Section 4.6(e) or otherwise), they shall deposit (or cause the Trustee and the Paying Agent to deposit) such reimbursements in the Class B Escrow Account; provided if the aggregate amount withdrawn from the Class B Escrow Account pursuant to this clause (c) is less than the aggregate amount of Class A Charge-Offs or Class A Reduction, as applicable, then the Class A Certificateholders shall be required to deposit (or cause to be deposited) such reimbursements only to the extent they exceed such shortfall.

(b) Funds on deposit in the Class B Escrow Account shall be invested by the Paying Agent in Permitted Investments that will mature so that such funds will be available prior to the Distribution Date following such investment. The Paying Agent shall maintain possession of the negotiable instruments or securities, if any, evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until maturity. On each Special Payment Date, the Paying Agent shall withdraw the proceeds of such investments from the Class B Escrow Account and pay such amounts to the Class B Certificateholders in accordance with Section 5.1. (c) If, on any Special Payment Date, the Class A Invested Amount is reduced on account of a Class A ChargeOff pursuant to Section 4.5 or a Class A Reduction pursuant to Section 4.9, the Paying Agent shall withdraw from the Class B Escrow Account the lesser of (i) the amount of such Class A Charge-Off or Class A Reduction, as applicable and (ii) the amount on deposit in the Class B Escrow Account, and shall pay the amount so withdrawn to the Class A Certificateholders in accordance with Section 5.1. If the Class A Certificateholders are subsequently reimbursed for such Class A Charge-Off (pursuant to Section 4.6(d) or otherwise) or Class A Reduction (pursuant to Section 4.6(e) or otherwise), they shall deposit (or cause the Trustee and the Paying Agent to deposit) such reimbursements in the Class B Escrow Account; provided if the aggregate amount withdrawn from the Class B Escrow Account pursuant to this clause (c) is less than the aggregate amount of Class A Charge-Offs or Class A Reduction, as applicable, then the Class A Certificateholders shall be required to deposit (or cause to be deposited) such reimbursements only to the extent they exceed such shortfall. (d) If on any Special Payment Date the Invested Amount is reduced to zero, the Paying Agent shall withdraw all funds in the Class B Escrow Account and distribute such amounts to the Class B Certificateholders in accordance with Section 5.1. (e) The Class B Certificateholders hereby pledge and assign to the Class A Certificateholders, and hereby grant to the Class A Certificateholders a security interest in, all of the Class B Certificateholders' right, title and interest in and to the Class B Escrow Account, including, without limitation, all funds on deposit therein, all investments arising out of such funds, all claims thereunder or in connection therewith, and all cash, instruments, securities, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of such account, such funds or such investments, and all money now or at any time in the possession or under the control of, or in transit to such account, or any bailee, agent or custodian of the Persons at which such account is maintained.

(f) The Paying Agent expressly acknowledges the pledge made in clause (e) above and agrees to mark its books and records accordingly. SECTION 8. Cash Collateral Account. Article IV of the Supplement is hereby amended by adding the following new Section 4.15 to the end thereof: Section 4.15. Cash Collateral Account. (a) The Trustee shall establish or shall cause to be established and maintained with a Qualified Depository Institution in the names of the Class A Certificateholders and the Class B Certificateholders, a segregated cash deposit account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1994-2 Certificateholders. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1994-2 Certificateholders as provided below. If, at any time, the institution holding the Cash Collateral Account ceases to be a Qualified Depository Institution, the Trustee shall, within twenty Business Days, establish a new Cash Collateral Account meeting the conditions specified above with a Qualified Depository Institution and transfer any cash or any investments to such new Cash Collateral Account, and from the date such new Cash Collateral Account is established it shall be the "Cash Collateral Account." Neither the Seller nor the Servicer, nor any Person claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Cash Collateral Account. (b) On each Distribution Date, the Servicer shall deposit (or cause to be deposited) the Seller's share of Shared

(f) The Paying Agent expressly acknowledges the pledge made in clause (e) above and agrees to mark its books and records accordingly. SECTION 8. Cash Collateral Account. Article IV of the Supplement is hereby amended by adding the following new Section 4.15 to the end thereof: Section 4.15. Cash Collateral Account. (a) The Trustee shall establish or shall cause to be established and maintained with a Qualified Depository Institution in the names of the Class A Certificateholders and the Class B Certificateholders, a segregated cash deposit account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1994-2 Certificateholders. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1994-2 Certificateholders as provided below. If, at any time, the institution holding the Cash Collateral Account ceases to be a Qualified Depository Institution, the Trustee shall, within twenty Business Days, establish a new Cash Collateral Account meeting the conditions specified above with a Qualified Depository Institution and transfer any cash or any investments to such new Cash Collateral Account, and from the date such new Cash Collateral Account is established it shall be the "Cash Collateral Account." Neither the Seller nor the Servicer, nor any Person claiming by, through or under the Seller or Servicer, shall have any right, title or interest in, or any right to withdraw any amount from, the Cash Collateral Account. (b) On each Distribution Date, the Servicer shall deposit (or cause to be deposited) the Seller's share of Shared Excess Finance Charge Collections into the Cash Collateral Account until such time as the amount in such account equals $777,000. (c) Funds on deposit in the Cash Collateral Account shall be invested by the Trustee in Permitted Investments that will mature so that such funds will be available prior to the Distribution Date following such investment. The Trustee shall maintain possession of the negotiable instruments or securities, if any, evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until maturity. On each Distribution Date, the Trustee shall withdraw the proceeds of such investments from the Cash Collateral Account and pay such amounts to the Seller; provided, that no such payment to the Seller shall be made if, after giving effect to such payment, the amount in the Cash Collateral Account would be less than (i) with respect to the Revolving Period, $777,000, and (ii) with respect to the Early Amortization Period or the Scheduled Amortization Period, $750,000.

(d) Funds shall be withdrawn from the Cash Collateral Account as provided in Sections 4.5 and 4.9, and shall be reimbursed to the Cash Collateral Account as provided in Sections 4.6(d) and 4.6(e). (e) Upon the commencement of an Early Amortization Period or the Scheduled Amortization Period, the Trustee shall withdraw from the Cash Collateral Account an amount equal to the lesser of (i) $27,000 and (ii) the

amount on deposit in the Cash Collateral Account, and shall pay the amount so withdrawn to the Class A Certificateholders in accordance with Section 5.1. (f) If on any Special Payment Date, the Invested Amount is reduced to an amount equal to or less than $750,000, the Servicer shall instruct the Trustee to withdraw, and the Trustee shall withdraw, from the Cash Collateral Account all amounts on deposit therein and distribute such amounts in the following manner and in the following priority: (i) to the Class A Certificateholders, an amount equal to the lesser of (A) the Class A Invested Amount and (B) the amount withdrawn from the Cash Collateral Account pursuant to this Section 4.15(e), which payment shall in either case result in a reduction of the Class A Invested Amount; (ii) to the Class B Certificateholders, an amount equal to the lesser of (A) the Class B Invested Amount and (B)

(d) Funds shall be withdrawn from the Cash Collateral Account as provided in Sections 4.5 and 4.9, and shall be reimbursed to the Cash Collateral Account as provided in Sections 4.6(d) and 4.6(e). (e) Upon the commencement of an Early Amortization Period or the Scheduled Amortization Period, the Trustee shall withdraw from the Cash Collateral Account an amount equal to the lesser of (i) $27,000 and (ii) the

amount on deposit in the Cash Collateral Account, and shall pay the amount so withdrawn to the Class A Certificateholders in accordance with Section 5.1. (f) If on any Special Payment Date, the Invested Amount is reduced to an amount equal to or less than $750,000, the Servicer shall instruct the Trustee to withdraw, and the Trustee shall withdraw, from the Cash Collateral Account all amounts on deposit therein and distribute such amounts in the following manner and in the following priority: (i) to the Class A Certificateholders, an amount equal to the lesser of (A) the Class A Invested Amount and (B) the amount withdrawn from the Cash Collateral Account pursuant to this Section 4.15(e), which payment shall in either case result in a reduction of the Class A Invested Amount; (ii) to the Class B Certificateholders, an amount equal to the lesser of (A) the Class B Invested Amount and (B) the remainder, if any, of the amount withdrawn (after giving effect to amounts distributed to the Class A Certificateholders pursuant to clause (i) above), which payment shall in either case result in a reduction of the Class B Invested Amount; and (iii) to the Seller, the remainder, if any, of amounts distributed to the Class B Certificateholders pursuant to clause (ii) above. SECTION 9. Miscellaneous. In all other respects the Supplement is confirmed and ratified and shall continue in full force and effect. Henceforth, references in the Supplement to "the Supplement," "this Supplement," "hereof," "hereto" or words of similar import shall in each case be deemed to refer to the Supplement as hereby amended. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute a single agreement.

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. SPIRIT OF AMERICA NATIONAL BANK, Seller and Servicer By: Name: Kirk Simme Title: President FIRST UNION NATIONAL BANK, Trustee and Paying Agent By: Name: Title: FASHION SPC, INC. By: Name: Title:

amount on deposit in the Cash Collateral Account, and shall pay the amount so withdrawn to the Class A Certificateholders in accordance with Section 5.1. (f) If on any Special Payment Date, the Invested Amount is reduced to an amount equal to or less than $750,000, the Servicer shall instruct the Trustee to withdraw, and the Trustee shall withdraw, from the Cash Collateral Account all amounts on deposit therein and distribute such amounts in the following manner and in the following priority: (i) to the Class A Certificateholders, an amount equal to the lesser of (A) the Class A Invested Amount and (B) the amount withdrawn from the Cash Collateral Account pursuant to this Section 4.15(e), which payment shall in either case result in a reduction of the Class A Invested Amount; (ii) to the Class B Certificateholders, an amount equal to the lesser of (A) the Class B Invested Amount and (B) the remainder, if any, of the amount withdrawn (after giving effect to amounts distributed to the Class A Certificateholders pursuant to clause (i) above), which payment shall in either case result in a reduction of the Class B Invested Amount; and (iii) to the Seller, the remainder, if any, of amounts distributed to the Class B Certificateholders pursuant to clause (ii) above. SECTION 9. Miscellaneous. In all other respects the Supplement is confirmed and ratified and shall continue in full force and effect. Henceforth, references in the Supplement to "the Supplement," "this Supplement," "hereof," "hereto" or words of similar import shall in each case be deemed to refer to the Supplement as hereby amended. This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute a single agreement.

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. SPIRIT OF AMERICA NATIONAL BANK, Seller and Servicer By: Name: Kirk Simme Title: President FIRST UNION NATIONAL BANK, Trustee and Paying Agent By: Name: Title: FASHION SPC, INC. By: Name: Title: Consented to and acknowledged: BANQUE FRANCAISE DU COMMERCE EXTERIEUR, NEW YORK BRANCH By: Name:

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly executed by their respective officers as of the day and year first above written. SPIRIT OF AMERICA NATIONAL BANK, Seller and Servicer By: Name: Kirk Simme Title: President FIRST UNION NATIONAL BANK, Trustee and Paying Agent By: Name: Title: FASHION SPC, INC. By: Name: Title: Consented to and acknowledged: BANQUE FRANCAISE DU COMMERCE EXTERIEUR, NEW YORK BRANCH By: Name: Title:

EXHIBIT 10.2.10 CHARMING SHOPPES, INC. EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of this Employee Stock Purchase Plan (the "Plan") of Charming Shoppes, Inc. (the "Company") is to encourage stock ownership by employees of the Company and its Subsidiaries and thereby provide employees with an incentive to contribute to the profitability and success of the Company. The Plan, which is intended to qualify as an "employee stock purchase plan" meeting the requirements of Section 423 of the Code, is for the exclusive benefit of eligible employees of the Company and its Subsidiaries. 2. Definitions. For purposes of the Plan, in addition to the terms defined in Section 1, terms are defined as set forth below: (a) "Board" means the Board of Directors of the Company. (b) "Cash Account" means the account maintained on behalf of the Participant by the Custodian for the purpose of holding cash contributions pending investment in Stock. (c) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code will be deemed to include successor provisions thereto and regulations thereunder.

EXHIBIT 10.2.10 CHARMING SHOPPES, INC. EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of this Employee Stock Purchase Plan (the "Plan") of Charming Shoppes, Inc. (the "Company") is to encourage stock ownership by employees of the Company and its Subsidiaries and thereby provide employees with an incentive to contribute to the profitability and success of the Company. The Plan, which is intended to qualify as an "employee stock purchase plan" meeting the requirements of Section 423 of the Code, is for the exclusive benefit of eligible employees of the Company and its Subsidiaries. 2. Definitions. For purposes of the Plan, in addition to the terms defined in Section 1, terms are defined as set forth below: (a) "Board" means the Board of Directors of the Company. (b) "Cash Account" means the account maintained on behalf of the Participant by the Custodian for the purpose of holding cash contributions pending investment in Stock. (c) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code will be deemed to include successor provisions thereto and regulations thereunder. (d) "Custodian" means the broker - dealer or other financial institution, including any successor appointed by the Board to act as custodian under the Plan. (e) "Discount Plan" means the Plan for any Offering Period for which the Plan has been designated a Discount Plan in accordance with Section 3(c). (f) "Earnings" means that portion of an Participant's salary or wages which is designated as "regular pay" under the payroll system of the Company and its Subsidiaries and received by a Participant for services rendered during a specified pay period. (g) "Enrollment Date" means the first business day of each Offering Period.

(h) "Fair Market Value" means the closing sale price of Stock reported in the table entitled "NASDAQ National Market Issues" or any successor table in the Wall Street Journal (or, if Stock is then principally traded on a national securities exchange, in the table reporting composite transactions for such exchange) for such date or, if no shares of Stock were traded on that date, on the next preceding day on which there was such a trade. (i) "Matching Plan" means the Plan for any Offering Period for which the Plan has been designated a Matching Plan in accordance with Section 3(c). (j) "Offering Period" means the three-month period beginning on January 1, April 1, July 1, or October 1 of each year, except that the first Offering Period under the Plan shall be the three-month period beginning April 1, 1995, or such other period as may be designated by the Board or the committee specified under Section 3(a). (k) "Participant" means an employee of the Company or a Subsidiary who is participating in the Plan. (l) "Purchase Date" means the fifth business day after the end of each Offering Period. (m) "Purchase Right" means a Participant's option to purchase shares which is deemed to be outstanding during an Offering Period. A Purchase Right represents an "option" as such term is used under Section 423 of the Code. (n) "Stock" means the Common Stock, par value $.10 per share, of the Company, and such other securities as

(h) "Fair Market Value" means the closing sale price of Stock reported in the table entitled "NASDAQ National Market Issues" or any successor table in the Wall Street Journal (or, if Stock is then principally traded on a national securities exchange, in the table reporting composite transactions for such exchange) for such date or, if no shares of Stock were traded on that date, on the next preceding day on which there was such a trade. (i) "Matching Plan" means the Plan for any Offering Period for which the Plan has been designated a Matching Plan in accordance with Section 3(c). (j) "Offering Period" means the three-month period beginning on January 1, April 1, July 1, or October 1 of each year, except that the first Offering Period under the Plan shall be the three-month period beginning April 1, 1995, or such other period as may be designated by the Board or the committee specified under Section 3(a). (k) "Participant" means an employee of the Company or a Subsidiary who is participating in the Plan. (l) "Purchase Date" means the fifth business day after the end of each Offering Period. (m) "Purchase Right" means a Participant's option to purchase shares which is deemed to be outstanding during an Offering Period. A Purchase Right represents an "option" as such term is used under Section 423 of the Code. (n) "Stock" means the Common Stock, par value $.10 per share, of the Company, and such other securities as may be substituted or resubstituted for Stock under Section 4. (o) "Stock Account" means the account maintained on behalf of the Participant by the Custodian for the purpose of holding Stock acquired upon investment under the Plan. (p) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3. Administration. (a) Board Administration. The Plan will be administered by the Board; provided, however, that the Board may delegate any administrative duties and authority (other than authority to amend the Plan) to any Board committee or to any officers or

employees or committee thereof as the Board may designate (in which case references herein to the Board will be deemed to mean the administrator to which such duties and authority have been delegated). The Board will have full authority to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as it may deem necessary or advisable to administer the Plan, to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and rules and regulations thereunder, to furnish to the Custodian such information as the Custodian may require, and to make all other decisions and determinations under the Plan (including factual determinations and determinations relating to eligibility). Any determination hereunder shall be final and binding on all parties. No person acting in connection with the administration of the Plan will, in that capacity, participate in deciding any matter relating to his or her participation in the Plan. (b) The Custodian. The Custodian will act as custodian under the Plan, and will perform such duties as are set forth in the Plan and in any agreement between the Company and the Custodian. The Custodian will establish and maintain, as agent for Participants, Cash and Stock Accounts and any other subaccounts as may be necessary or desirable for the administration of the Plan. (c) Designation of Plan As Matching Plan or Discount Plan. The Plan will be a Discount Plan for the initial Offering Period after the effective date of the Plan. With respect to subsequent Offering Periods, the Board may designate the Plan as either a Matching Plan or a Discount Plan for any Offering Period that has not yet commenced; provided, however, that, in the absence of any such designation by the Board for a particular

employees or committee thereof as the Board may designate (in which case references herein to the Board will be deemed to mean the administrator to which such duties and authority have been delegated). The Board will have full authority to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as it may deem necessary or advisable to administer the Plan, to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and rules and regulations thereunder, to furnish to the Custodian such information as the Custodian may require, and to make all other decisions and determinations under the Plan (including factual determinations and determinations relating to eligibility). Any determination hereunder shall be final and binding on all parties. No person acting in connection with the administration of the Plan will, in that capacity, participate in deciding any matter relating to his or her participation in the Plan. (b) The Custodian. The Custodian will act as custodian under the Plan, and will perform such duties as are set forth in the Plan and in any agreement between the Company and the Custodian. The Custodian will establish and maintain, as agent for Participants, Cash and Stock Accounts and any other subaccounts as may be necessary or desirable for the administration of the Plan. (c) Designation of Plan As Matching Plan or Discount Plan. The Plan will be a Discount Plan for the initial Offering Period after the effective date of the Plan. With respect to subsequent Offering Periods, the Board may designate the Plan as either a Matching Plan or a Discount Plan for any Offering Period that has not yet commenced; provided, however, that, in the absence of any such designation by the Board for a particular Offering Period, the Plan will continue to operate as the same type of Plan most recently designated in this Section 3(c) or by the Board. Any change in the type of Plan under this Section 3(c) must be communicated to Participants and eligible employees at least 30 days in advance of the first Offering Period for which the change will be effective. (d) Waivers. The Board may waive or modify any requirement that a notice or election be made or filed under the Plan a specified period in advance in an individual case or by adoption of a rule or regulation under the Plan, without the necessity of an amendment to the Plan. (e) Other Administrative Provisions. The Company will furnish information from its records as directed by the Board, and such records, including as to a Participant's Earnings, will be conclusive on all persons unless determined by the Board to be incorrect. Each Participant and other person claiming benefits under the Plan must furnish to the Company in writing an up-to-date mailing address and any other information as the Board or Custodian may reasonably request. Any communication, statement, or notice mailed with postage prepaid to any such Participant or other person at the last mailing address filed with the Company will be deemed sufficiently given when mailed and will be binding upon the named recipient.

The Plan will be administered on a reasonable and nondiscriminatory basis. All Participants will have equal rights and privileges (subject to the terms of the Plan) with respect to Purchase Rights outstanding during any given Offering Period. 4. Stock Subject to Plan. Subject to adjustment as hereinafter provided, the total number of shares of Stock reserved and available for issuance or which may be otherwise acquired upon exercise of Purchase Rights under the Plan will be 2,000,000. Any shares of Stock delivered by the Company under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The number and kind of such shares of Stock subject to the Plan will be proportionately adjusted, as determined by the Board, in the event of any extraordinary dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Stock. 5. Enrollment and Contributions. (a) Eligibility. A full or part-time employee of the Company or a Subsidiary may be enrolled in the Plan for any Offering Period if such employee was continuously so employed during the 90 days preceding the Enrollment Date, unless one of the following applies to the employee:

The Plan will be administered on a reasonable and nondiscriminatory basis. All Participants will have equal rights and privileges (subject to the terms of the Plan) with respect to Purchase Rights outstanding during any given Offering Period. 4. Stock Subject to Plan. Subject to adjustment as hereinafter provided, the total number of shares of Stock reserved and available for issuance or which may be otherwise acquired upon exercise of Purchase Rights under the Plan will be 2,000,000. Any shares of Stock delivered by the Company under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The number and kind of such shares of Stock subject to the Plan will be proportionately adjusted, as determined by the Board, in the event of any extraordinary dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event affecting the Stock. 5. Enrollment and Contributions. (a) Eligibility. A full or part-time employee of the Company or a Subsidiary may be enrolled in the Plan for any Offering Period if such employee was continuously so employed during the 90 days preceding the Enrollment Date, unless one of the following applies to the employee: (i) Such person is at any time during the Offering Period both a director or executive officer of the Company (i.e. any person subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended) and a "highly compensated employee" within the meaning of Section 414(q) of the Code. (ii) Such person would, immediately upon enrollment, be deemed to own, for purposes of Section 423(b)(3) of the Code, an aggregate of five percent or more of the total combined voting power or value of all outstanding shares of all classes of the Company or any Subsidiary; or (iii) Such person is no longer employed by the Company or a Subsidiary. The Company will notify an employee of the date as of which he or she is eligible to enroll in the Plan, and will make available to each eligible employee the necessary enrollment forms. (b) Initial Enrollment. An employee who is eligible under Section 5(a) (or who will become eligible on or before a given Enrollment Date) may, after receiving current information about the Plan, initially enroll in the Plan by executing and filing with the Company's Human Resources Department a properly completed enrollment form, including thereon the employee's election as to the rate of payroll contributions for the

Offering Period. To be effective for any Offering Period, such enrollment form must be filed at least 15 days before the Enrollment Date for the Offering Period. (c) Automatic Reenrollment for Subsequent Offering Periods. A Participant whose enrollment in and payroll contributions under the Plan continues throughout an Offering Period will automatically be reenrolled in the Plan for the next Offering Period unless (i) the Participant terminates enrollment before the Enrollment Date for the next Offering Period in accordance with Section 7(a) or (ii) on such Enrollment Date he or she is ineligible to participate under Section 5(a). The initial rate of payroll contributions for a Participant who is automatically reenrolled for an Offering Period will be the same as the rate of payroll contribution in effect at the end of the preceding Offering Period, unless the Participant files a new enrollment form at least 15 days before the Enrollment Date for the Offering Period designating a different rate of payroll contributions. (d) Payroll Contributions. A Participant will make contributions under the Plan by means of payroll deductions from each payroll period which ends during the Offering Period, at the rate elected by the Participant in his or her enrollment form filed nearest to, but not later than, 15 days before the Enrollment Date for the Offering Period (except that such rate may be changed during the Offering Period to the extent permitted below). The rate of payroll contributions elected by a Participant may not be less than one percent nor more than ten percent of the Participant's Earnings for each payroll period, and only whole percentages may be elected; provided, however,

Offering Period. To be effective for any Offering Period, such enrollment form must be filed at least 15 days before the Enrollment Date for the Offering Period. (c) Automatic Reenrollment for Subsequent Offering Periods. A Participant whose enrollment in and payroll contributions under the Plan continues throughout an Offering Period will automatically be reenrolled in the Plan for the next Offering Period unless (i) the Participant terminates enrollment before the Enrollment Date for the next Offering Period in accordance with Section 7(a) or (ii) on such Enrollment Date he or she is ineligible to participate under Section 5(a). The initial rate of payroll contributions for a Participant who is automatically reenrolled for an Offering Period will be the same as the rate of payroll contribution in effect at the end of the preceding Offering Period, unless the Participant files a new enrollment form at least 15 days before the Enrollment Date for the Offering Period designating a different rate of payroll contributions. (d) Payroll Contributions. A Participant will make contributions under the Plan by means of payroll deductions from each payroll period which ends during the Offering Period, at the rate elected by the Participant in his or her enrollment form filed nearest to, but not later than, 15 days before the Enrollment Date for the Offering Period (except that such rate may be changed during the Offering Period to the extent permitted below). The rate of payroll contributions elected by a Participant may not be less than one percent nor more than ten percent of the Participant's Earnings for each payroll period, and only whole percentages may be elected; provided, however, that the Board may specify a lower minimum rate and higher maximum rate, subject to Section 8(c) hereof. The foregoing and any election of a Participant notwithstanding, a Participant's rate of payroll contributions will be adjusted downward by the Company at any time or from time to time as necessary to ensure that the limit on the amount of Stock purchased with respect to an Offering Period set forth in Section 6(a)(iii) or Section 4 is not exceeded. A Participant may elect to increase, decrease, or discontinue payroll contributions for future Offering Periods by filing a new enrollment form at least 15 days before the Enrollment Date for the Offering Period designating a different rate of payroll contributions. In addition, a Participant may elect to decrease or discontinue payroll contributions during an Offering Period by filing a new enrollment form, such change to be effective for any payroll period beginning at least 15 days after such filing. (e) Crediting Participant Payroll Contributions to Cash Accounts. All payroll contributions by a Participant under the Plan will be credited to a Cash Account maintained by the Custodian on behalf of the Participant. The Custodian will credit payroll contributions upon receipt by the Custodian from the Company of information, in such form as may be specified by the Custodian, identifying the amount of payroll contribution to be deposited for each Participant. The Company will deposit with the Custodian an amount equal to the aggregate payroll contributions for the Offering Period (not otherwise repaid to Participants under Section 7(b)) on or before the Purchase Date for such Offering Period.

(f) Crediting Company Matching Allocations to Cash Accounts. On or before the Purchase Date for an Offering Period for which the Plan is a Matching Plan, the Company will allocate to each Cash Account an amount equal to 15% of the amount credited to such Cash Account during such Offering Period as payroll contributions and then remaining in such Account to be applied to the purchase of Stock upon exercise of the Purchase Right for such Offering Period. Such allocation by the Company will be rounded to the nearest whole cent ($.01). (g) No Interest on Cash Accounts. No amounts of interest will be credited or payable by the Company on payroll contributions or by the Custodian on cash balances in Participants' Cash Accounts pending investment in Stock. 6. Purchases of Stock (a) Purchase Rights. Enrollment in the Plan for any Offering Period by a Participant will constitute a grant by the Company of a Purchase Right to such Participant for such Offering Period. Each Purchase Right will be subject to the following terms: (i) The purchase prices at which Stock will be purchased under a Purchase Right will be as specified in Section 6 (c). (ii) Except as limited in (iii) below, the number of shares of Stock that may be purchased upon exercise of the

(f) Crediting Company Matching Allocations to Cash Accounts. On or before the Purchase Date for an Offering Period for which the Plan is a Matching Plan, the Company will allocate to each Cash Account an amount equal to 15% of the amount credited to such Cash Account during such Offering Period as payroll contributions and then remaining in such Account to be applied to the purchase of Stock upon exercise of the Purchase Right for such Offering Period. Such allocation by the Company will be rounded to the nearest whole cent ($.01). (g) No Interest on Cash Accounts. No amounts of interest will be credited or payable by the Company on payroll contributions or by the Custodian on cash balances in Participants' Cash Accounts pending investment in Stock. 6. Purchases of Stock (a) Purchase Rights. Enrollment in the Plan for any Offering Period by a Participant will constitute a grant by the Company of a Purchase Right to such Participant for such Offering Period. Each Purchase Right will be subject to the following terms: (i) The purchase prices at which Stock will be purchased under a Purchase Right will be as specified in Section 6 (c). (ii) Except as limited in (iii) below, the number of shares of Stock that may be purchased upon exercise of the Purchase Right for an Offering Period will equal the number of shares (including fractional shares) that can be purchased at the purchase price specified in Section 6(c) with the aggregate amount credited to the Participant's Cash Account as of the Purchase Date (including, for any Offering Period for which the Plan is a Matching Plan, amounts credited as a result of the Company's matching allocation under Section 5(f)). (iii) The number of shares of Stock subject to a Participant's Purchase Right for any Offering Period will not exceed the number derived by dividing $6,250 by 100% of the Fair Market Value of one share of Stock on the Enrollment Date for the Offering Period. (iv) The Purchase Right will be automatically exercised on the Purchase Date for the Offering Period. (v) Payments by a Participant for Stock purchased under a Purchase Right will be made only through payroll deduction in accordance with Section 5(d) and (e).

(vi) The Purchase Right will expire on the earlier of the Purchase Date for the Offering Period or the date on which the Participant's enrollment in the Plan terminates. (b) Purchase of Stock. At or as promptly as practicable after the Purchase Date for an Offering Period, amounts credited to each Participant's Cash Account as of such Purchase Date (including, for any Offering Period for which the Plan is a Matching Plan, amounts credited as a result of the Company's matching allocation under Section 5(f)) will be applied by the Custodian to the purchase of shares of Stock, in accordance with the terms of the Plan. For any Offering Period for which the Plan is a Matching Plan, shares of Stock will be purchased by the Custodian in transactions on the NASDAQ National Market System, any securities exchange upon which Stock is traded, otherwise in the over-the-counter market, or in negotiated transactions. For any Offering Period for which the Plan is a Discount Plan, shares of Stock will be purchased by the Custodian from the Company; shares sold by the Company may be authorized but unissued shares or treasury shares, as permitted under Section 4 hereof. The Custodian will aggregate the amounts in all Cash Accounts when purchasing Stock, and shares so purchased will be allocated to each Participant's Stock Account in proportion to the cash amounts withdrawn from such Participant's Cash Account. Upon completion of purchases in respect of a Purchase Date (which will be completed in not more than 30 days after the Purchase Date), all shares of Stock so purchased for a Participant will be credited to the Participant's Stock Account. (c) Purchase Price. The purchase price of each share of Stock purchased in respect of a Purchase Date will be determined as follows: (i) For any Offering Period for which the Plan is a Matching Plan, the purchase price of each share will equal

(vi) The Purchase Right will expire on the earlier of the Purchase Date for the Offering Period or the date on which the Participant's enrollment in the Plan terminates. (b) Purchase of Stock. At or as promptly as practicable after the Purchase Date for an Offering Period, amounts credited to each Participant's Cash Account as of such Purchase Date (including, for any Offering Period for which the Plan is a Matching Plan, amounts credited as a result of the Company's matching allocation under Section 5(f)) will be applied by the Custodian to the purchase of shares of Stock, in accordance with the terms of the Plan. For any Offering Period for which the Plan is a Matching Plan, shares of Stock will be purchased by the Custodian in transactions on the NASDAQ National Market System, any securities exchange upon which Stock is traded, otherwise in the over-the-counter market, or in negotiated transactions. For any Offering Period for which the Plan is a Discount Plan, shares of Stock will be purchased by the Custodian from the Company; shares sold by the Company may be authorized but unissued shares or treasury shares, as permitted under Section 4 hereof. The Custodian will aggregate the amounts in all Cash Accounts when purchasing Stock, and shares so purchased will be allocated to each Participant's Stock Account in proportion to the cash amounts withdrawn from such Participant's Cash Account. Upon completion of purchases in respect of a Purchase Date (which will be completed in not more than 30 days after the Purchase Date), all shares of Stock so purchased for a Participant will be credited to the Participant's Stock Account. (c) Purchase Price. The purchase price of each share of Stock purchased in respect of a Purchase Date will be determined as follows: (i) For any Offering Period for which the Plan is a Matching Plan, the purchase price of each share will equal 100% of the average cost of all shares of Stock acquired in respect of such Purchase Date. (ii) For any Offering Period for which the Plan is a Discount Plan, the purchase price of each share will equal 85% of the lesser of (A) the Fair Market Value of a share of Stock on the Enrollment Date or (B) the Fair Market Value of a share of Stock on the Purchase Date. (d) Dividend Reinvestment; Other Distributions. Cash dividends on any Stock credited to a Participant's Stock Account will be automatically reinvested in additional shares of Stock; such amounts will not be available in the form of cash to Participants. All cash dividends paid on Stock credited to Participants' Stock Accounts will be paid over by the Company to the Custodian at the dividend payment date. The Custodian will aggregate all purchases of Stock in connection with dividend reinvestment for a given dividend payment date. Purchases of Stock for purposes of dividend reinvestment will be made as promptly as practicable (but not more than 30 days) after a dividend payment date. The Custodian will make such purchases, as directed by the Board, either (i) in transactions on the NASDAQ National Market

System, any securities exchange upon which Stock is traded, otherwise in the over-the-counter market, or in negotiated transactions, or (ii) directly from the Company at 100% of the Fair Market Value of a share of Stock on the dividend payment date. Any shares of Stock distributed as a dividend or distribution in respect of shares of Stock or in connection with a split of the Stock credited to a Participant's Stock Account will be credited to such Account. In the event of any other non-cash dividend or distribution in respect of Stock credited to a Participant's Stock Account, the Custodian will, if reasonably practicable and at the direction of the Board, sell any property received in such dividend or distribution as promptly as practicable and use the proceeds to purchase additional shares of Common Stock in the same manner as cash paid over to the Custodian for purposes of dividend reinvestment. (e) Voting Rights. Each Participant will be entitled to vote the number of shares of Stock credited to his or her Stock Account (including any fractional shares credited to such account) on any matter as to which the approval of the Company's shareholders is sought. If a Participant does not vote or grant a valid proxy with respect to shares credited to his or her Stock Account, such shares will not be voted. Similar procedures will apply in the case of any consent solicitation of Company shareholders. (f) Withdrawals and Transfers. Shares of Stock may be withdrawn from a Participant's Stock Account, in which case one or more certificates for whole shares may be issued in the name of, and delivered to, the Participant, with such Participant receiving cash in lieu of fractional shares based on the Fair Market Value of a share of

System, any securities exchange upon which Stock is traded, otherwise in the over-the-counter market, or in negotiated transactions, or (ii) directly from the Company at 100% of the Fair Market Value of a share of Stock on the dividend payment date. Any shares of Stock distributed as a dividend or distribution in respect of shares of Stock or in connection with a split of the Stock credited to a Participant's Stock Account will be credited to such Account. In the event of any other non-cash dividend or distribution in respect of Stock credited to a Participant's Stock Account, the Custodian will, if reasonably practicable and at the direction of the Board, sell any property received in such dividend or distribution as promptly as practicable and use the proceeds to purchase additional shares of Common Stock in the same manner as cash paid over to the Custodian for purposes of dividend reinvestment. (e) Voting Rights. Each Participant will be entitled to vote the number of shares of Stock credited to his or her Stock Account (including any fractional shares credited to such account) on any matter as to which the approval of the Company's shareholders is sought. If a Participant does not vote or grant a valid proxy with respect to shares credited to his or her Stock Account, such shares will not be voted. Similar procedures will apply in the case of any consent solicitation of Company shareholders. (f) Withdrawals and Transfers. Shares of Stock may be withdrawn from a Participant's Stock Account, in which case one or more certificates for whole shares may be issued in the name of, and delivered to, the Participant, with such Participant receiving cash in lieu of fractional shares based on the Fair Market Value of a share of Stock on the date of withdrawal. Alternatively, whole shares of Stock may be withdrawn from a Participant's Stock Account by means of a transfer to another broker-dealer or financial institution that maintains an account for the Participant, together with the transfer of cash in lieu of fractional shares based on the Fair Market Value of a share of Stock on the date of withdrawal. Participants may not designate any other person to receive shares of Stock withdrawn or transferred under the Plan. A Participant seeking to withdraw or transfer shares of Stock must give instructions to the Custodian in such manner and form as may be prescribed by the Custodian, which instructions will be acted upon as promptly as practicable. Withdrawals and transfers will be subject to any fees imposed in accordance with Section 8(a) hereof. (g) Excess Account Balances. If any amounts remain in a Cash Account following a Purchase Date as a result of the limitation set forth in Section 6(a)(iii), such amounts which resulted from payroll contributions will be returned to the Participant by the Custodian as promptly as practicable, and such amounts which resulted from matching allocations by the Company will be returned to the Company by the Custodian as promptly as practicable. 7. Termination and Distributions.

(a) Termination of Enrollment. A Participant's enrollment in the Plan will terminate upon (i) the beginning of any payroll period or Offering Period that begins after he or she files a written notice of termination of enrollment with the Company, provided that such Participant will continue to be deemed to enrolled with respect to any completed Offering Period for which purchases have not been completed, (ii) such time as the Participant becomes ineligible to participate under Section 5(a)(i) of the Plan, or (iii) the termination of the Participant's employment by the Company and its Subsidiaries. An employee whose enrollment in the plan terminates may again enroll in the Plan as of any subsequent Enrollment Date that is at least 90 days after such termination of enrollment if he or she satisfies the eligibility requirements of Section 5(a) as of such Enrollment Date. A Participant's election to discontinue payroll contributions will not constitute a termination of enrollment. (b) Distributions. As soon as practicable after a Participant's enrollment in the Plan terminates, amounts in the Participant's Cash Account which resulted from payroll contributions will be repaid to the Participant and amounts in the Participant's Cash Account which resulted from matching allocations by the Company will be repaid to the Company. (If amounts credited to the Participant's Cash Account have not yet been deposited by the Company with the Custodian, the Company rather than the Custodian will make the repayment to the Participant). The Custodian will continue to maintain the Participant's Stock Account for the Participant until the earlier of such time as the Participant directs the sale of all Stock in the Account, withdraws or transfers all Stock in the Account, or one year after the Participant ceases to be employed by the Company and its Subsidiaries. If a Participant's termination of enrollment results from his or her death, all amounts payable will be paid to his or her

(a) Termination of Enrollment. A Participant's enrollment in the Plan will terminate upon (i) the beginning of any payroll period or Offering Period that begins after he or she files a written notice of termination of enrollment with the Company, provided that such Participant will continue to be deemed to enrolled with respect to any completed Offering Period for which purchases have not been completed, (ii) such time as the Participant becomes ineligible to participate under Section 5(a)(i) of the Plan, or (iii) the termination of the Participant's employment by the Company and its Subsidiaries. An employee whose enrollment in the plan terminates may again enroll in the Plan as of any subsequent Enrollment Date that is at least 90 days after such termination of enrollment if he or she satisfies the eligibility requirements of Section 5(a) as of such Enrollment Date. A Participant's election to discontinue payroll contributions will not constitute a termination of enrollment. (b) Distributions. As soon as practicable after a Participant's enrollment in the Plan terminates, amounts in the Participant's Cash Account which resulted from payroll contributions will be repaid to the Participant and amounts in the Participant's Cash Account which resulted from matching allocations by the Company will be repaid to the Company. (If amounts credited to the Participant's Cash Account have not yet been deposited by the Company with the Custodian, the Company rather than the Custodian will make the repayment to the Participant). The Custodian will continue to maintain the Participant's Stock Account for the Participant until the earlier of such time as the Participant directs the sale of all Stock in the Account, withdraws or transfers all Stock in the Account, or one year after the Participant ceases to be employed by the Company and its Subsidiaries. If a Participant's termination of enrollment results from his or her death, all amounts payable will be paid to his or her estate. 8. General. (a) Costs. Costs and expenses incurred in the administration of the Plan and maintenance of Accounts will be paid by the Company, to the extent provided in this Section 8(a). Any brokerage fees and commissions for the purchase of Stock under the Plan (including Stock purchased upon reinvestment of dividends and distributions) will be paid by the Company, but any brokerage fees and commissions for the sale of Stock under the Plan by a Participant will be borne by such Participant. The rate at which such fees and commissions will be charged to Participants will be determined by the Custodian or any broker-dealer used by the Custodian (including an affiliate of the Custodian), and communicated from time to time to Participants. In addition, the Custodian may impose or pass through a reasonable fee for the withdrawal of Stock in the form of stock certificates (as permitted under Section 6(f)), and reasonable fees for other services unrelated to the purchase of Stock under the Plan, to the extent approved in writing by the Company and communicated to Participants. (b) Statements to Participants. The Custodian will reflect payroll contributions, matching allocations (if any), purchases, sales, and withdrawals and

transfers of shares of Common Stock and other Plan transactions by appropriate adjustments to the Participant's Accounts. The Custodian will, not less frequently than quarterly, provide or cause to be provided a written statement to the Participant showing the transactions in his or her Accounts and the date thereof, the number of shares of Stock purchased or sold, the aggregate purchase price paid or sales price received, the purchase or sales price per share, the brokerage fees and commissions paid (if any), the total shares held for the Participant's Stock Account (computed to at least three decimal places), and other information. (c) Compliance with Section 423. It is the intent of the Company that this Plan comply in all respects with applicable requirements of Section 423 of the Code and regulations thereunder. Accordingly, if any provision of this Plan does not comply with such requirements, such provision will be construed or deemed amended to the extent necessary to conform to such requirements. 9. General Provisions. (a) Compliance With Legal and Other Requirements. The Plan, the granting and exercising of Purchase Rights hereunder, and the other obligations of the Company and the Custodian under the Plan will be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company may, in its discretion, postpone the issuance or delivery of Stock upon

transfers of shares of Common Stock and other Plan transactions by appropriate adjustments to the Participant's Accounts. The Custodian will, not less frequently than quarterly, provide or cause to be provided a written statement to the Participant showing the transactions in his or her Accounts and the date thereof, the number of shares of Stock purchased or sold, the aggregate purchase price paid or sales price received, the purchase or sales price per share, the brokerage fees and commissions paid (if any), the total shares held for the Participant's Stock Account (computed to at least three decimal places), and other information. (c) Compliance with Section 423. It is the intent of the Company that this Plan comply in all respects with applicable requirements of Section 423 of the Code and regulations thereunder. Accordingly, if any provision of this Plan does not comply with such requirements, such provision will be construed or deemed amended to the extent necessary to conform to such requirements. 9. General Provisions. (a) Compliance With Legal and Other Requirements. The Plan, the granting and exercising of Purchase Rights hereunder, and the other obligations of the Company and the Custodian under the Plan will be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company may, in its discretion, postpone the issuance or delivery of Stock upon exercise of Purchase Rights until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any automated quotation system or stock exchange upon which the Stock or other Company securities are designated or listed, or compliance with any other contractual obligation of the Company, as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Stock in compliance with applicable laws, rules, and regulations, designation or listing requirements, or other contractual obligations. (b) Limits on Encumbering Rights. No right or interest of a Participant under the Plan, including any Purchase Right, may be pledged, encumbered, or hypothecated to or in favor of any party, subject to any lien, obligation, or liability of such Participant, or otherwise assigned, transferred, or disposed of except pursuant to the laws of descent or distribution, and any right of a Participant under the Plan will be exercisable during the Participant's lifetime only by the Participant. (c) No Right to Continued Employment. Neither the Plan nor any action taken hereunder, including the grant of a Purchase Right, will be construed as giving any employee the right to be retained in the employ of the Company or any of its Subsidiaries, nor will it interfere in any way with the right of the Company or any of its Subsidiaries to terminate any employee's employment at any time.

(d) Taxes. The Company or any Subsidiary is authorized to withhold from any payment to be made to a Participant, including any payroll and other payments not related to the Plan, amounts of withholding and other taxes due in connection with any transaction under the Plan, and a Participant's enrollment in the Plan will be deemed to constitute his or her consent to such withholding. In addition, Participants may be required to advise the Company of sales and other dispositions of Stock acquired under the Plan in order to permit the Company to comply with tax laws and to claim any tax deductions to which the Company may be entitled with respect to the Plan. (e) Changes to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of shareholders or Participants, except that any such action will be subject to the approval of the Company's shareholders within one year after such Board action if such shareholder approval is required by any federal or state law or regulation or the rules of any automated quotation system or stock exchange on which the Stock may then be quoted or listed, or if such shareholder approval is necessary in order for the Plan to continue to meet the requirements of Section 423 of the Code, and the Board may otherwise, in its discretion, determine to submit other such actions to shareholders for approval; provided, however, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant with respect to outstanding Purchase Rights relating to any Offering Period that has been completed prior to such Board action. The foregoing notwithstanding, upon termination of the Plan the Board may elect to terminate all outstanding Purchase Rights at such time as the Board

(d) Taxes. The Company or any Subsidiary is authorized to withhold from any payment to be made to a Participant, including any payroll and other payments not related to the Plan, amounts of withholding and other taxes due in connection with any transaction under the Plan, and a Participant's enrollment in the Plan will be deemed to constitute his or her consent to such withholding. In addition, Participants may be required to advise the Company of sales and other dispositions of Stock acquired under the Plan in order to permit the Company to comply with tax laws and to claim any tax deductions to which the Company may be entitled with respect to the Plan. (e) Changes to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of shareholders or Participants, except that any such action will be subject to the approval of the Company's shareholders within one year after such Board action if such shareholder approval is required by any federal or state law or regulation or the rules of any automated quotation system or stock exchange on which the Stock may then be quoted or listed, or if such shareholder approval is necessary in order for the Plan to continue to meet the requirements of Section 423 of the Code, and the Board may otherwise, in its discretion, determine to submit other such actions to shareholders for approval; provided, however, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant with respect to outstanding Purchase Rights relating to any Offering Period that has been completed prior to such Board action. The foregoing notwithstanding, upon termination of the Plan the Board may elect to terminate all outstanding Purchase Rights at such time as the Board may designate; in the event of such termination of any Purchase Right prior to its exercise, all amounts contributed to the Plan which remain in a Participant's Cash Account will be returned to the Participant (without interest) as promptly as practicable. (f) No Rights to Participate; No Shareholder Rights. No Participant or employee will have any claim to participate in the Plan with respect to Offering Periods that have not commenced, and the Company will have no obligation to continue the Plan. No Purchase Right will confer on any Participant any of the rights of a shareholder of the Company unless and until Stock is duly issued or transferred and delivered to the Participant (or credited to the Participant's Stock Account). (g) Fractional Shares. Unless otherwise determined by the Board, purchases of Stock under the Plan executed by the Custodian may result in the crediting of fractional shares of Stock to the Participant's Stock Account. Such fractional shares will be computed to at least three decimal places. Fractional shares will not, however, be issued by the Company, and certificates representing fractional shares will not be delivered to Participants under any circumstances. (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval will be

construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. (i) Plan Year. The Plan will operate on a plan year which begins on the first day of the first Offering Period and ends December 31, 1994, and thereafter coincides with the calendar year. (j) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan will be determined in accordance with the Pennsylvania Business Corporation Law, to the extent applicable, other laws (including those governing contracts) of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws, and applicable federal law. (k) Effective Date. The Plan will become effective at such time as the Plan has been approved by shareholders of the Company, at a meeting thereof, by a vote sufficient to meet the requirements of Section 423(b)(2) of the Code. AMENDMENTS

construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. (i) Plan Year. The Plan will operate on a plan year which begins on the first day of the first Offering Period and ends December 31, 1994, and thereafter coincides with the calendar year. (j) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan will be determined in accordance with the Pennsylvania Business Corporation Law, to the extent applicable, other laws (including those governing contracts) of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws, and applicable federal law. (k) Effective Date. The Plan will become effective at such time as the Plan has been approved by shareholders of the Company, at a meeting thereof, by a vote sufficient to meet the requirements of Section 423(b)(2) of the Code. AMENDMENTS Section 2(j) amended pursuant to resolution of the Board of Directors adopted on September 22, 1994. Section 2(j) amended pursuant to Unanimous Written Consent of the Employee Stock Purchase Plan Committee adopted on November 30, 1994. Section 2(j) amended pursuant to Unanimous Written Consent of the Employee Stock Purchase Plan Committee adopted on January 13, 1995. Section 2(j) amended pursuant to Unanimous Written Consent of the Employee Stock Purchase Plan Committee adopted on February 24, 1995.

board/espplan

EXHIBIT 10.2.11 CHARMING SHOPPES, INC. RESTRICTED STOCK AWARD PLAN FOR ASSOCIATES 1. PURPOSE. The purpose of this Restricted Stock Award Plan for Associates (the "Plan") is to assist Charming Shoppes, Inc. (the "Company") and its subsidiaries in attracting, retaining, and rewarding associates, by enabling such associates to acquire or increase a proprietary interest in the Company in order to promote a closer identity of interests between such associates and the Company's shareholders, and providing such associates with an increased incentive to expend their maximum efforts for the success of the Company's business. To accomplish this purpose, the Plan provides for discretionary awards of rights to receive shares of Common Stock, $.10 par value per share ("Common Stock"), issuable at the end of specified periods, and subject to a risk of forfeiture and other conditions (including no entitlement to actual dividends, although dividend equivalents will be paid) during such specified periods ("Restricted Stock"). 2. ADMINISTRATION. (a) Authority of the Committee. The Plan shall be administered by a committee (the "Committee") consisting of the Chief Executive Officer of the Company, and such other officers of the Company as the Board of Directors (the "Board") or Compensation Committee of the Board may from time to time designate. The Committee shall have authority to take the following actions, in each case subject to and consistent with the provisions of the Plan: (i) to select associates to whom Restricted Stock shall be awarded;

board/espplan

EXHIBIT 10.2.11 CHARMING SHOPPES, INC. RESTRICTED STOCK AWARD PLAN FOR ASSOCIATES 1. PURPOSE. The purpose of this Restricted Stock Award Plan for Associates (the "Plan") is to assist Charming Shoppes, Inc. (the "Company") and its subsidiaries in attracting, retaining, and rewarding associates, by enabling such associates to acquire or increase a proprietary interest in the Company in order to promote a closer identity of interests between such associates and the Company's shareholders, and providing such associates with an increased incentive to expend their maximum efforts for the success of the Company's business. To accomplish this purpose, the Plan provides for discretionary awards of rights to receive shares of Common Stock, $.10 par value per share ("Common Stock"), issuable at the end of specified periods, and subject to a risk of forfeiture and other conditions (including no entitlement to actual dividends, although dividend equivalents will be paid) during such specified periods ("Restricted Stock"). 2. ADMINISTRATION. (a) Authority of the Committee. The Plan shall be administered by a committee (the "Committee") consisting of the Chief Executive Officer of the Company, and such other officers of the Company as the Board of Directors (the "Board") or Compensation Committee of the Board may from time to time designate. The Committee shall have authority to take the following actions, in each case subject to and consistent with the provisions of the Plan: (i) to select associates to whom Restricted Stock shall be awarded; (ii) to determine the number of shares of Restricted Stock to be awarded, the terms and conditions of such Restricted Stock (including, but not limited to, waivers and accelerations of the lapse of restrictions), and all other matters to be determined in connection with Restricted Stock; (iii) to adopt, amend, suspend, waive, and rescind such rules and regulations, prescribe the form of each agreement evidencing Restricted Stock (an "Agreement"), which need not be identical for each Participant, and appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (iv) to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan, rules and regulations, any Agreement, and any other document hereunder; and (v) to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. (b) Manner of Exercise of Committee Authority. Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, subsidiaries, associates awarded Restricted Stock which has not yet been settled ("Participants"), and any person claiming any rights under the Plan from or through any Participant, except that the Board or the Compensation Committee thereof may take action within a reasonable time after any such Committee action superseding or overruling such Committee action. A memorandum signed by all members of the Committee shall constitute the act of the Committee without the necessity, in such event, to hold a meeting. The Committee may delegate to officers or managers of the Company or any subsidiary the authority, subject to such terms as the Committee shall determine, to perform administrative functions under the Plan, to the extent permitted under applicable law. (c) Limitation of Liability. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any subsidiary or any agent or professional assisting in the administration of the Plan. No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by

EXHIBIT 10.2.11 CHARMING SHOPPES, INC. RESTRICTED STOCK AWARD PLAN FOR ASSOCIATES 1. PURPOSE. The purpose of this Restricted Stock Award Plan for Associates (the "Plan") is to assist Charming Shoppes, Inc. (the "Company") and its subsidiaries in attracting, retaining, and rewarding associates, by enabling such associates to acquire or increase a proprietary interest in the Company in order to promote a closer identity of interests between such associates and the Company's shareholders, and providing such associates with an increased incentive to expend their maximum efforts for the success of the Company's business. To accomplish this purpose, the Plan provides for discretionary awards of rights to receive shares of Common Stock, $.10 par value per share ("Common Stock"), issuable at the end of specified periods, and subject to a risk of forfeiture and other conditions (including no entitlement to actual dividends, although dividend equivalents will be paid) during such specified periods ("Restricted Stock"). 2. ADMINISTRATION. (a) Authority of the Committee. The Plan shall be administered by a committee (the "Committee") consisting of the Chief Executive Officer of the Company, and such other officers of the Company as the Board of Directors (the "Board") or Compensation Committee of the Board may from time to time designate. The Committee shall have authority to take the following actions, in each case subject to and consistent with the provisions of the Plan: (i) to select associates to whom Restricted Stock shall be awarded; (ii) to determine the number of shares of Restricted Stock to be awarded, the terms and conditions of such Restricted Stock (including, but not limited to, waivers and accelerations of the lapse of restrictions), and all other matters to be determined in connection with Restricted Stock; (iii) to adopt, amend, suspend, waive, and rescind such rules and regulations, prescribe the form of each agreement evidencing Restricted Stock (an "Agreement"), which need not be identical for each Participant, and appoint such agents as the Committee may deem necessary or advisable to administer the Plan; (iv) to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan, rules and regulations, any Agreement, and any other document hereunder; and (v) to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. (b) Manner of Exercise of Committee Authority. Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, subsidiaries, associates awarded Restricted Stock which has not yet been settled ("Participants"), and any person claiming any rights under the Plan from or through any Participant, except that the Board or the Compensation Committee thereof may take action within a reasonable time after any such Committee action superseding or overruling such Committee action. A memorandum signed by all members of the Committee shall constitute the act of the Committee without the necessity, in such event, to hold a meeting. The Committee may delegate to officers or managers of the Company or any subsidiary the authority, subject to such terms as the Committee shall determine, to perform administrative functions under the Plan, to the extent permitted under applicable law. (c) Limitation of Liability. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any subsidiary or any agent or professional assisting in the administration of the Plan. No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation.

3. STOCK SUBJECT TO PLAN; MAXIMUM ANNUAL AWARD. The total number of shares of Common Stock reserved and available for issuance in settlement of Restricted Stock under the Plan shall be 200,000, subject to adjustment as provided in Section 9(b) of the Plan. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares; provided, however, that if, at the time shares of Common Stock are to be issued to a Participant in settlement of Restricted Stock, the Common Stock is designated for quotation in the Nasdaq National System or listed on a national securities exchange, such Participant has become a director or executive officer of the Company, and, therefore, such Participant's acquisition of Common Stock originally issued by the Company would be subject to the requirement of shareholder approval under applicable Nasdaq National System or exchange rules, the shares to be issued to such Participant in settlement of the Restricted Stock shall consist only of treasury shares then held by the Company. If an award of Restricted Stock is forfeited, the shares subject to such award will again be available for awards of Restricted Stock under the Plan. 4. ELIGIBILITY. Any person who is, at the date Restricted Stock is to be awarded to such person (the "Date of Award"), an associate employed by the Company or any subsidiary of the Company shall be eligible for an award of Restricted Stock, except that a person who is, at the Date of Award, a director or executive officer of the Company shall not be eligible for such award of Restricted Stock. 5. AWARDS OF RESTRICTED STOCK. The Committee may award Restricted Stock to an associate who is eligible under Section 4, subject to the terms of the Plan. Restricted Stock shall be subject to the terms of a Restricted Stock Agreement executed by the Company and the Participant. The Restricted Stock Agreement, the initial form of which is shown in Exhibit A attached hereto, shall contain such terms and conditions not inconsistent with the Plan as the Committee may from time to time approve (which terms and conditions may vary from those set forth in Exhibit A), subject to the following: (a) Consideration for Restricted Stock. Awards of Restricted Stock shall be made for the general purposes set forth in Section 1 of the Plan, in order to secure the benefits of the Participant's continued service to the Company during the period the award is outstanding. A Participant shall not be required to pay any cash consideration or other tangible or definable consideration for the Restricted Stock, nor may a Participant choose to receive other compensation in lieu of Restricted Stock awarded hereunder. Awards shall be granted in the discretion of the Committee, and no negotiation shall take place between the Company and any Participant as to the amount, timing, or other terms of an award of Restricted Stock hereunder. (b) Restrictions Generally; Restricted Period. Restricted Stock granted under the Plan shall be subject to the to the risk of forfeiture under Section 5(c) and restrictions on transferability under Section 5(d) until the expiration of the period specified under Section 5(b) and 5(c) (the "Restricted Period"). The Restricted Period shall begin at the Date of Award of the Restricted Stock and shall expire, as to one-third of the number of shares of such Restricted Stock (rounded to the nearest whole number of shares or including any fractional share calculated to at least three decimal places, as determined by the Committee) awarded to the Participant, at the close of business on each of the first, second, and third anniversaries of the Date of Award; provided, however, that the expiration of the Restricted Period applicable to such Restricted Stock shall be automatically accelerated in the circumstances and to the extent specified in Section 5(c) or in the event of a Change of Control as specified under Section 8, and the Committee may otherwise, in its discretion, accelerate the expiration of the Restricted Period applicable to any Restricted Stock. (c) Termination of Participant's Employment. During the applicable Restricted Period, if there occurs a termination of Participant's employment immediately after which he or she is not a full or part-time employee of the Company or any subsidiary, the following provisions relating to, in some cases, acceleration of the expiration of the Restricted Period applicable to such Participant's Restricted Stock and, in other cases, forfeiture of such Restricted Stock, shall apply: (i) Death, Disability, and Retirement. In the event termination of employment results from the Participant's death, Disability (as defined below), or normal retirement at age 65 or thereafter ("Normal Retirement") or early retirement at or after age 60 and prior to age 65 with the consent of the Company pursuant to any retirement plan ("Early Retirement"), the Restricted Period applicable to the Participant's Restricted Stock shall expire at the time of such termination. For purposes of the Plan, the existence of a "Disability" shall be determined by, or in accordance with criteria and standards adopted by, the Committee.

(ii) Termination of Employment for the Convenience of the Company. In the event termination of employment results from an involuntary termination of the Participant for the convenience of the Company, other than a termination for "Cause" (as defined below), any Restricted Period that would have expired on the next anniversary of the Date of Award after such termination shall be accelerated so as to expire at the date of such termination, but any Restricted Stock the Restricted Period of which is not so accelerated and has not expired by the date of such termination shall be forfeited. For purposes of the Plan, "Cause" shall mean the Participant's neglect, refusal, or failure to fulfill his or her employment duties and responsibilities, other than for reasons of sickness, accident, or other similar causes beyond the Participant's control. Factual determinations regarding whether a Participant has engaged in such neglect, refusal or failure and has therefore been terminated for "Cause" shall be made in the sole judgment of the Committee. (iii) Other Terminations of Employment. In the event of termination of the Participant's employment voluntarily by the Participant, involuntarily by the Company for Cause, or for any reason other than those specified in Sections 5(c)(i) and (ii) above, any Restricted Stock the Restricted Period of which has not expired at the date of such termination shall be forfeited. (d) Nontransferability. During the applicable Restricted Period, Restricted Stock and all rights relating thereto shall not be transferable or assignable by a Participant, other than by will or the laws of descent and distribution, and any right relating to Restricted Stock may be exercised, during the lifetime of the Participant, only by the Participant or his or her guardian or legal representative. In addition, during the applicable Restricted Period such Restricted Stock shall not be pledged, hypothecated, or otherwise encumbered in any way or subject to execution, attachment, or similar process, except with the express written consent of the Committee. (e) Dividend Equivalents. A participant shall be entitled to receive dividends equivalents in respect of Restricted Stock, as follows: (i) Relating to Regular Cash Dividends. If the Company declares and pays any regular quarterly cash dividend or distribution on Common Stock, the record date of which is prior to the expiration of the Restricted Period applicable to a Participant's Restricted Stock, the Company shall pay to the Participant, as promptly as practicable after the payment date of such dividend or distribution, a cash amount equal to the amount of cash actually paid as a dividend or distribution per share of Common Stock multiplied by the number of the shares of such Restricted Stock. (ii) Relating to Extraordinary Stock Dividends and Stock Splits. If the Company declares and pays a dividend or distribution in the form of Common Stock payable on Common Stock, or their occurs a forward stock split of the Common Stock, the record date of which is prior to the expiration of the Restricted Period applicable to a Participant's Restricted Stock, the Company shall credit to the participant a number of shares of additional Restricted Stock (which may either include any fractional share, provide for cash in lieu of any fractional share, or round off any such fractional share to the nearest whole share without payment of cash in lieu thereof, as determined by the Committee) equal to the number of shares of Common Stock or distributed as a result of the stock split per share of Common Stock multiplied by the number of shares of such Restricted Stock. (iii) Relating to Other Extraordinary Dividends. If the Company declares and pays an extraordinary dividend or distribution in the form of cash or other property (other than Common Stock) payable on Common Stock, the record date of which is prior to the expiration of the Restricted Period applicable to a Participant's Restricted Stock, the Company shall, in accordance with the determination of the Committee prior to the payment date for such dividend or distribution, either (A) pay to the Participant, as promptly as practicable after the payment date of such dividend or distribution, a cash amount equal to the amount of cash actually paid, plus the fair market value at such record date of any property other than Common Stock actually paid, as a dividend or distribution per share of Common Stock multiplied by the number of shares of such Restricted Stock of the Participant, (B) distribute to the Participant, as promptly as practicable

after the payment date of such dividend or distribution, property of the type and in the amount distributed in respect of one share of Common Stock for each share of such Restricted Stock of the Participant, or (C) credit to such Participant, as of the payment date for such dividend or distribution, the aggregate amount that would

(ii) Termination of Employment for the Convenience of the Company. In the event termination of employment results from an involuntary termination of the Participant for the convenience of the Company, other than a termination for "Cause" (as defined below), any Restricted Period that would have expired on the next anniversary of the Date of Award after such termination shall be accelerated so as to expire at the date of such termination, but any Restricted Stock the Restricted Period of which is not so accelerated and has not expired by the date of such termination shall be forfeited. For purposes of the Plan, "Cause" shall mean the Participant's neglect, refusal, or failure to fulfill his or her employment duties and responsibilities, other than for reasons of sickness, accident, or other similar causes beyond the Participant's control. Factual determinations regarding whether a Participant has engaged in such neglect, refusal or failure and has therefore been terminated for "Cause" shall be made in the sole judgment of the Committee. (iii) Other Terminations of Employment. In the event of termination of the Participant's employment voluntarily by the Participant, involuntarily by the Company for Cause, or for any reason other than those specified in Sections 5(c)(i) and (ii) above, any Restricted Stock the Restricted Period of which has not expired at the date of such termination shall be forfeited. (d) Nontransferability. During the applicable Restricted Period, Restricted Stock and all rights relating thereto shall not be transferable or assignable by a Participant, other than by will or the laws of descent and distribution, and any right relating to Restricted Stock may be exercised, during the lifetime of the Participant, only by the Participant or his or her guardian or legal representative. In addition, during the applicable Restricted Period such Restricted Stock shall not be pledged, hypothecated, or otherwise encumbered in any way or subject to execution, attachment, or similar process, except with the express written consent of the Committee. (e) Dividend Equivalents. A participant shall be entitled to receive dividends equivalents in respect of Restricted Stock, as follows: (i) Relating to Regular Cash Dividends. If the Company declares and pays any regular quarterly cash dividend or distribution on Common Stock, the record date of which is prior to the expiration of the Restricted Period applicable to a Participant's Restricted Stock, the Company shall pay to the Participant, as promptly as practicable after the payment date of such dividend or distribution, a cash amount equal to the amount of cash actually paid as a dividend or distribution per share of Common Stock multiplied by the number of the shares of such Restricted Stock. (ii) Relating to Extraordinary Stock Dividends and Stock Splits. If the Company declares and pays a dividend or distribution in the form of Common Stock payable on Common Stock, or their occurs a forward stock split of the Common Stock, the record date of which is prior to the expiration of the Restricted Period applicable to a Participant's Restricted Stock, the Company shall credit to the participant a number of shares of additional Restricted Stock (which may either include any fractional share, provide for cash in lieu of any fractional share, or round off any such fractional share to the nearest whole share without payment of cash in lieu thereof, as determined by the Committee) equal to the number of shares of Common Stock or distributed as a result of the stock split per share of Common Stock multiplied by the number of shares of such Restricted Stock. (iii) Relating to Other Extraordinary Dividends. If the Company declares and pays an extraordinary dividend or distribution in the form of cash or other property (other than Common Stock) payable on Common Stock, the record date of which is prior to the expiration of the Restricted Period applicable to a Participant's Restricted Stock, the Company shall, in accordance with the determination of the Committee prior to the payment date for such dividend or distribution, either (A) pay to the Participant, as promptly as practicable after the payment date of such dividend or distribution, a cash amount equal to the amount of cash actually paid, plus the fair market value at such record date of any property other than Common Stock actually paid, as a dividend or distribution per share of Common Stock multiplied by the number of shares of such Restricted Stock of the Participant, (B) distribute to the Participant, as promptly as practicable

after the payment date of such dividend or distribution, property of the type and in the amount distributed in respect of one share of Common Stock for each share of such Restricted Stock of the Participant, or (C) credit to such Participant, as of the payment date for such dividend or distribution, the aggregate amount that would have been payable under (A) above, which amount shall not be paid directly but shall instead be deemed to be

after the payment date of such dividend or distribution, property of the type and in the amount distributed in respect of one share of Common Stock for each share of such Restricted Stock of the Participant, or (C) credit to such Participant, as of the payment date for such dividend or distribution, the aggregate amount that would have been payable under (A) above, which amount shall not be paid directly but shall instead be deemed to be reinvested, as of the dividend or distribution payment date, in a number of shares of additional Restricted Stock (which may either include any fractional share, provide for cash in lieu of any fractional share, or round off any such fractional share to the nearest whole share without payment of cash in lieu thereof, as determined by the Committee) determined by dividing such aggregate amount by the Fair Market Value (as defined below) per share of Common Stock on the dividend or distribution payment date. (iv) Restrictions Applicable to Restricted Stock Resulting from Stock Dividends or Stock Splits. Additional shares of Restricted Stock credited under Section 5(e)(ii) or (iii) will be subject to the same Restricted Period (including forfeiture conditions under Section 5(c) and nontransferability conditions under Section 5(d)) as applied to the Restricted Stock with respect to which such additional shares were credited. No such additional Restricted Stock will be credited to a Participant in respect of Restricted Stock forfeited under Section 5(c) on or before the payment date for the dividend or distribution. A Participant shall not be entitled to receive actual dividends in respect of Restricted Stock prior to the issuance of Common Stock in settlement thereof. (f) Definition of Fair Market Value. "Fair Market Value" as of a given date means the closing sale price of Common Stock reported in the table entitled "Nasdaq National Market Issues" or any successor table in the Wall Street Journal (or, if Common Stock is then principally traded on a national securities exchange, in the table reporting composite transactions for such exchange) for such date or, if no shares of Common Stock were traded on that date, on the next preceding day on which there was such a trade. 6. SETTLEMENT. Restricted Stock not forfeited under Section 5(c) shall be settled by issuance and delivery, on the date on which the Restricted Period applicable to such Restricted Stock expires or as promptly as practicable thereafter, to the Participant, of a number of shares of Common Stock equal to the number of shares of such Restricted Stock. The Committee may, in its discretion, make delivery of shares hereunder by depositing such shares into an account maintained for the Participant (or of which the Participant is a joint owner, with the consent of the Participant) established in connection with the Company's Employee Stock Purchase Plan or another employee stock purchase or dividend reinvestment plan providing for investment in Common Stock and under which the Participant's rights are similar in nature to those under a stock brokerage account. If the Committee determines to settle Restricted Stock by making a deposit of shares into such an account, the Committee may settle any fractional share by means of such deposit, but the Committee may instead pay cash in lieu of fractional shares in any settlement of Restricted Stock as to which the Committee determines that such deposit of fractional shares is not practicable, and in no event will the Company in fact issue fractional shares. Upon settlement of Restricted Stock, all obligations of the Company in respect of such Restricted Stock award shall be terminated. 7. WITHHOLDING. The Company and any subsidiary may deduct from any payment to be made to a Participant any amount that federal, state, local, or foreign tax law requires to be withheld with respect to the settlement of Restricted Stock. At the election of the Committee, the Company may withhold from the shares of Common Stock to be delivered upon expiration of the Restricted Period that number of shares having a Fair Market Value, at the date such Restricted Period expired, equal to the amount of such withholding taxes. 8. CHANGE OF CONTROL PROVISIONS. (a) Acceleration of Expiration of Restrictions. Upon the occurrence of a Change of Control after the grant of Restricted Stock and while such Restricted Stock is outstanding, the Restricted Period applicable to such Restricted Stock shall immediately expire. (b) Definitions of Certain Terms. For purposes of this Plan, the following definitions shall apply:

(i) "Beneficial Ownership" and Related Terms. "Beneficial Owner," "Beneficially Owns," and "Beneficial

(i) "Beneficial Ownership" and Related Terms. "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, except that, for purposes of this Section 8, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined.

(ii) "Change of Control." "Change of Control" means and shall be deemed to have occurred if (A) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20% or more of the total voting power of all the then outstanding Voting Securities; or (B) those individuals who as of January 1, 1995 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of January 1, 1995 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (C) the shareholders of the Company approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80% of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60% of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Committee shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of all Restricted Stock then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (D) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50% of the assets owned by the Company immediately prior to the transaction. (iii) "Person." "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder. (iv) "Related Party." "Related Party" means (A) a majority-owned subsidiary of the Company; or (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (C) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (D) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than 10% of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in Beneficial Ownership in excess of 10% and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control.

(ii) "Change of Control." "Change of Control" means and shall be deemed to have occurred if (A) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20% or more of the total voting power of all the then outstanding Voting Securities; or (B) those individuals who as of January 1, 1995 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of January 1, 1995 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (C) the shareholders of the Company approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80% of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60% of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Committee shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of all Restricted Stock then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (D) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50% of the assets owned by the Company immediately prior to the transaction. (iii) "Person." "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder. (iv) "Related Party." "Related Party" means (A) a majority-owned subsidiary of the Company; or (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (C) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (D) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than 10% of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in Beneficial Ownership in excess of 10% and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control. (v) "Voting Securities." "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors.

9. GENERAL PROVISIONS. (a) Compliance With Legal and Other Requirements. The award and settlement of Restricted Stock and other obligations of the Company under the Plan will be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company

9. GENERAL PROVISIONS. (a) Compliance With Legal and Other Requirements. The award and settlement of Restricted Stock and other obligations of the Company under the Plan will be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company may, in its discretion, postpone the issuance or delivery of Common Stock upon the expiration of any Restricted Period until completion of any required action under any federal or state law, rule, or regulation, listing or other required action with respect to any automated quotation system or stock exchange upon which the Common Stock or other Company securities are designated or listed, or compliance with any other contractual obligation of the Company, as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as the Company may consider appropriate in connection with the issuance or delivery of Common Stock in compliance with applicable laws, rules, and regulations, designation or listing requirements, or other contractual obligations. (b) Adjustments. In the event that the Committee shall determine that any extraordinary dividend or distribution (whether in the form of cash, Common Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate to carry out the purposes of the Plan and to prevent dilution or enlargement of the rights of Participants under the Plan (after taking into account any dividend equivalents paid or credited and/or Restricted Stock credited under Section 5(e) to Participants as a result of such transaction or event), then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock which may thereafter be issued under Section 3 in connection with Restricted Stock, and (ii) the number and kind of shares of Common Stock issuable in respect of then outstanding Restricted Stock. For purposes of the Plan, the term "Common Stock" shall include any security that may be substituted or resubstituted for Common Stock pursuant to this Section 9 (b). (c) No Right to Continued Employment. Neither the Plan nor any action taken hereunder, including the award of Restricted Stock, will be construed as giving any associate the right to be retained in the employ of the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company or any of its subsidiaries to terminate any associate's employment at any time. (d) No Rights to Participate; No Shareholder Rights. No Participant or employee will have any claim to participate in the Plan, and the Company will have no obligation to continue the Plan. An award of Restricted Stock will confer on the Participant none of the rights of a shareholder of the Company (including no rights to vote or receive dividends or distributions) until the expiration of the Restricted Period applicable to such Restricted Stock, and then only to the extent that such Restricted Stock has not otherwise been forfeited by the Participant. (e) Changes to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of Participants; provided, however, that, without the consent of an affected Participant, no such action shall materially and adversely affect the rights of such Participant with respect to outstanding Restricted Stock. (f) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan will be determined in accordance with the Pennsylvania Business Corporation Law, to the extent applicable, other laws (including those governing contracts) of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws, and applicable federal law. 10. EFFECTIVE DATE AND TERMINATION OF PLAN. The Plan shall become effective on January 26, 1995. Unless earlier terminated by the Board under Section 9(e), the Plan shall terminate at such time as no shares of Common Stock remain available for delivery under the Plan and no Restricted Stock previously awarded under the Plan remains outstanding.

ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 26, 1995

ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 26, 1995

EXHIBIT 10.2.12 CHARMING SHOPPES, INC. 1996 RESTRICTED STOCK AWARD PROGRAM 1. PURPOSE. This 1996 Restricted Stock Award Program (the "Plan") is implemented under the Incentive Program for the fiscal year ending February 1, 1997 (the "IP") and, to the extent specified herein, under the 1993 Employees' Stock Incentive Plan (the "1993 Plan") of Charming Shoppes, Inc. (the "Company") in order to provide an additional incentive to certain associates to promote the success of the Company and otherwise to further the purposes of the IP and the 1993 Plan. The Plan provides for grants to associates of the Company and its subsidiaries of rights to receive shares of Common Stock issuable not later than April 15, 1997, which awards are subject to a risk of forfeiture to the extent specified performance goals under the IP for fiscal 1997 are not met and to other risks of forfeiture and conditions ("Restricted Stock"). Restricted Stock is intended to constitute a supplement to the Participant's cash incentive award under the IP. Capitalized terms used in the Plan but not defined herein shall have the same meanings as defined in the 1993 Plan. 2. ADMINISTRATION. (a) Authority. The Plan shall be administered by the Committee then authorized to administer the IP (the "Committee"); provided, however, that actions and determinations relating to Restricted Stock granted under the 1993 Plan shall be taken by such committee or other persons as may be specified under the 1993 Plan. The Committee may delegate authority with respect to actions and determinations under the Plan relating to persons who are not, at the time of any such action or determination, subject to Section 16 of the Exchange Act with respect to the Company (a "Section 16 Insider"). (b) Manner of Exercise of Authority. Any action of the Committee or its delegatee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, subsidiaries, associates granted Restricted Stock which has not yet been settled ("Participants"), and any person claiming any rights under the Plan from or through any Participant, except that the Committee may take action within a reasonable time after any such action superseding or overruling a prior action. (c) Limitation of Liability. Each member of the Committee or delegatee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any subsidiary or any agent or professional assisting in the administration of the Plan, such member or person shall not be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and such member or person shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation. 3. STOCK SUBJECT TO PLAN. (a) Section 16 Insiders' Restricted Stock. Shares issued in settlement of a Participant's Restricted Stock, if such Participant was a Section 16 Insider at the time of grant or at the time of the lapse of the risk of forfeiture upon achievement of performance objectives under the IP, shall be shares reserved and available under the 1993 Plan, if and to the extent then required to ensure that such Participant does not have a non-exempt purchase under Section 16 of the Exchange Act in connection with his or her acquisition of Restricted Stock and to the extent required so that the Plan complies with applicable stockholder approval requirements of the Nasdaq National Market. If Restricted Stock subject to this Section 3(a) is forfeited, the shares otherwise issuable will be available for grants of other awards under the 1993 Plan to the extent specified in the 1993 Plan. (b) Other Participants' Restricted Stock. Subject to adjustment as provided in Section 9(b) of the Plan, a total of 350,000 shares of Common Stock are reserved and available for issuance in settlement of Restricted Stock in the case of Participants other than those specified in Section 3(a). Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. If Restricted Stock subject to this Section 3(b) is forfeited, the

EXHIBIT 10.2.12 CHARMING SHOPPES, INC. 1996 RESTRICTED STOCK AWARD PROGRAM 1. PURPOSE. This 1996 Restricted Stock Award Program (the "Plan") is implemented under the Incentive Program for the fiscal year ending February 1, 1997 (the "IP") and, to the extent specified herein, under the 1993 Employees' Stock Incentive Plan (the "1993 Plan") of Charming Shoppes, Inc. (the "Company") in order to provide an additional incentive to certain associates to promote the success of the Company and otherwise to further the purposes of the IP and the 1993 Plan. The Plan provides for grants to associates of the Company and its subsidiaries of rights to receive shares of Common Stock issuable not later than April 15, 1997, which awards are subject to a risk of forfeiture to the extent specified performance goals under the IP for fiscal 1997 are not met and to other risks of forfeiture and conditions ("Restricted Stock"). Restricted Stock is intended to constitute a supplement to the Participant's cash incentive award under the IP. Capitalized terms used in the Plan but not defined herein shall have the same meanings as defined in the 1993 Plan. 2. ADMINISTRATION. (a) Authority. The Plan shall be administered by the Committee then authorized to administer the IP (the "Committee"); provided, however, that actions and determinations relating to Restricted Stock granted under the 1993 Plan shall be taken by such committee or other persons as may be specified under the 1993 Plan. The Committee may delegate authority with respect to actions and determinations under the Plan relating to persons who are not, at the time of any such action or determination, subject to Section 16 of the Exchange Act with respect to the Company (a "Section 16 Insider"). (b) Manner of Exercise of Authority. Any action of the Committee or its delegatee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, subsidiaries, associates granted Restricted Stock which has not yet been settled ("Participants"), and any person claiming any rights under the Plan from or through any Participant, except that the Committee may take action within a reasonable time after any such action superseding or overruling a prior action. (c) Limitation of Liability. Each member of the Committee or delegatee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any subsidiary or any agent or professional assisting in the administration of the Plan, such member or person shall not be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and such member or person shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation. 3. STOCK SUBJECT TO PLAN. (a) Section 16 Insiders' Restricted Stock. Shares issued in settlement of a Participant's Restricted Stock, if such Participant was a Section 16 Insider at the time of grant or at the time of the lapse of the risk of forfeiture upon achievement of performance objectives under the IP, shall be shares reserved and available under the 1993 Plan, if and to the extent then required to ensure that such Participant does not have a non-exempt purchase under Section 16 of the Exchange Act in connection with his or her acquisition of Restricted Stock and to the extent required so that the Plan complies with applicable stockholder approval requirements of the Nasdaq National Market. If Restricted Stock subject to this Section 3(a) is forfeited, the shares otherwise issuable will be available for grants of other awards under the 1993 Plan to the extent specified in the 1993 Plan. (b) Other Participants' Restricted Stock. Subject to adjustment as provided in Section 9(b) of the Plan, a total of 350,000 shares of Common Stock are reserved and available for issuance in settlement of Restricted Stock in the case of Participants other than those specified in Section 3(a). Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. If Restricted Stock subject to this Section 3(b) is forfeited, the shares otherwise issuable will be available for settlement of other grants of Restricted Stock subject to this Section 3(b).

4. ELIGIBILITY. Restricted Stock shall be granted to the associates identified on Exhibit A hereto. Such associates are currently serving in jobs with a designated impact level not higher than level four nor lower than level ten. In addition, any person who, prior to January 31, 1997, becomes an associate whose job has a designated impact level falling within such range of impact levels may be granted Restricted Stock under the Plan, in the discretion and subject to such additional terms as may be specified by the Committee. Such additional associates shall be named on Exhibit A. 5. GRANTS OF RESTRICTED STOCK. Each associate named on Exhibit A hereto (a "Participant") shall be granted the number of shares of Restricted Stock equal to 10% of such Participant's annual salary as an associate, as in effect on February 23, 1996, divided by $3.9375, the fair market value of Common Stock on that date (such number of shares of Restricted Stock is set forth opposite the name of the associate on Exhibit A). Such Restricted Stock shall be subject to the terms and conditions set forth in the Plan and in the Restricted Stock Agreement executed by the Company and the Participant, the general form of which is attached hereto as Exhibit B, including the following: (a) Consideration for Restricted Stock. Restricted Stock shall be granted for the general purposes set forth in Section 1 of the Plan and to help secure the benefits of the Participant's continued service to the Company during the period the award is outstanding. A Participant shall not be required to pay any cash consideration or other tangible or definable consideration for the Restricted Stock, nor may a Participant choose to receive the Restricted Stock in lieu of other compensation or other compensation in lieu of Restricted Stock. No negotiation shall take place between the Company and any Participant as to the amount, timing, or other terms of an award of Restricted Stock. (b) Risks of Forfeiture. Restricted Stock granted under the Plan shall be subject to the following risks of forfeiture, except as provided in Section 8: (i) In the event that the Company fails to achieve at least 70% of the corporate targeted performance goal under the IP, or if the Participant fails to achieve at least 70% of the Participant's individual performance goals under the IP, or if the Participant fails to achieve at least 70% of any applicable profit center goals under the IP, the Participant will forfeit 100% of the Restricted Stock. (ii) In the event the Company achieves at least 70% , but less than 100%, of the corporate targeted performance goals under the IP, the Participant achieves at least 70% of the Participant's individual performance goals under the IP, and the Participant achieves at least 70% of any applicable profit center goal under the IP, the Participant will forfeit a percentage of the Restricted Stock equal to 100% of the Restricted Stock minus the weighted average of the percentages of (a) the targeted performance goals under the IP achieved by the Company (up to 100%), (b) the individual performance goals under the IP achieved by the Participant (up to 100%), and (c) if applicable, any of the profit center goals achieved by the Participant (up to 100%). The weight given these factors will be the same as the weight applicable under the IP. (iii) In the event that the Participant is not continuously employed as an associate serving in a job with a designated impact level of at least level ten from the effective date of the Plan through the Distribution Date (as hereinafter defined), all of the Participant's Restricted Stock (regardless of the fact that such shares may not have been forfeited under Section 5(b)(i) and (ii)) shall be forfeited. The Committee will determine the extent to which targeted performance goals have been achieved under the IP not later than April 15, 1997. Except as provided in Section 8, the date on which the Committee makes such determination for a given Participant shall be the "Distribution Date" for such Participant. (c) Nontransferability. Restricted Stock and all rights relating thereto shall not be transferable or assignable by a Participant, other than by will or the laws of descent and distribution, and shall not be pledged, hypothecated, or otherwise encumbered in any way or subject to execution, attachment, or similar process. (d) Dividend Equivalents. A Participant shall be entitled to receive dividends equivalents in respect of Restricted Stock, as follows:

(i) Dividends Other Than Stock Dividends. If the Company declares and pays any dividend or distribution on Common Stock in the form of cash or any other property other than Common Stock, the record date of which is prior to the Participant's Distribution Date the Company shall credit to the Participant, as of the payment date of such dividend or distribution, a number of additional shares of Restricted Stock determined by multiplying (A) the amount of cash actually paid plus the fair market value at such payment date of any such property actually paid as a dividend or distribution per share of Common Stock times (B) the number of shares of such Restricted Stock credited to the Participant at the record date and dividing the product by (C) the Fair Market Value (as hereinafter defined) per share of Common Stock on the dividend or distribution payment date. (ii) Stock Dividends and Stock Splits. If the Company declares and pays a dividend or distribution in the form of Common Stock payable on Common Stock, or their occurs a forward stock split of the Common Stock, the record date of which is prior to the Participant's Distribution Date, the Company shall credit to the Participant a number of shares of additional Restricted Stock equal to the number of shares of Common Stock paid as a dividend or distribution per share of Common Stock or distributed as a result of the stock split per share of Common Stock multiplied by the number of shares of Restricted Stock credited to the Participant on the record date. (iii) Other Terms Applicable to Restricted Stock Resulting from Dividends or Splits. Additional shares of Restricted Stock credited under this Section 5(d) will be subject to the same terms, including the risk of forfeiture, as other Restricted Stock. No such additional Restricted Stock will be credited to a Participant in respect of Restricted Stock forfeited under Section 5(b) on or before the payment date for the dividend or distribution. A Participant shall not be entitled to receive actual dividends in respect of Restricted Stock prior to the issuance of Common Stock in settlement thereof. (e) Definition of "Fair Market Value." "Fair Market Value" as of a given date means the closing sale price of Common Stock reported in the table entitled "Nasdaq National Market Issues" or any successor table in the Wall Street Journal (or, if Common Stock is then principally traded on a national securities exchange, in the table reporting composite transactions for such exchange) for such date or, if no shares of Common Stock were traded on that date, on the next preceding day on which there was such a trade. (f) Crediting of Fractional Shares of Restricted Stock. If any transaction or event under the Plan results in the Participant being credited with fractional shares of Restricted Stock, such fractional shares will be credited to not less than three decimal places. (g) Additional Provisions Relating to Grants Under Section 3(a). With respect to any grant of Restricted Stock under Section 3(a), all of the terms and conditions of the 1993 Plan are hereby incorporated by reference, and, if any provision of the Plan or a Restricted Stock Agreement relating thereto conflicts with a provision of the 1993 Plan, the provision of the 1993 Plan shall govern. 6. SETTLEMENT. Restricted Stock not forfeited under Section 5(b) shall be settled by issuance and delivery, as promptly as practicable on or after the Distribution Date, of a number of shares of Common Stock equal to the number of shares of such Restricted Stock. The Committee may, in its discretion, make delivery of shares hereunder by depositing such shares into an account maintained for the Participant (or of which the Participant is a joint owner, with the consent of the Participant) established in connection with the Company's Employee Stock Purchase Plan or another plan or arrangement providing for investment in Common Stock and under which the Participant's rights are similar in nature to those under a stock brokerage account. If the Committee determines to settle Restricted Stock by making a deposit of shares into such an account, the Company may settle any fractional share of Restricted Stock by means of such deposit. In other circumstances or if so determined by the Committee, the Company shall instead pay cash in lieu of fractional shares, on such basis as the Committee may determine. In no event will the Company in fact issue fractional shares. Upon settlement of Restricted Stock, all obligations of the Company in respect of such Restricted Stock shall be terminated, and the shares so distributed shall not be Restricted Stock for purposes of the Plan. 7. TAX WITHHOLDING. The Company and any subsidiary may deduct from any payment to be made to a Participant any amount that federal, state, local, or foreign tax law requires to be withheld with respect to the settlement of Restricted

Stock. At the election of the Committee, the Company may withhold from the shares of Common Stock to be distributed in settlement of Restricted Stock that number of shares having a Fair Market Value, at the Distribution Date, equal to the amount of such withholding taxes.

8. CHANGE IN CONTROL PROVISIONS. (a) Acceleration of Lapse of Restrictions. In the event of a Change in Control (as hereinafter defined) of the Company after the effective date of the Plan and on or before the Distribution Date, the risk of forfeiture under Sections 5(b)(i) and (ii) shall immediately lapse, and the Distribution Date for purposes of Section 5(b)(iii) and other provisions of the Plan shall be deemed to be the day immediately preceding the date on which the Change in Control took place. (b) Definitions of Certain Terms. For purposes of this Plan, the following definitions shall apply: (i) "Beneficial Ownership" and Related Terms. "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Exchange Act, and the rules thereunder, except that, for purposes of this Section 8, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (ii) "Change in Control." "Change in Control" means and shall be deemed to have occurred if: (A) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20% or more of the total voting power of all the then-outstanding Voting Securities; or (B) those individuals who as of January 1, 1996 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of January 1, 1996 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (C) the shareholders of the Company approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80% of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60% of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change in Control shall not be deemed to have occurred if the Committee shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change in Control for purposes of all Restricted Stock then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (D) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50% of the assets owned by the Company immediately prior to the transaction.

Stock. At the election of the Committee, the Company may withhold from the shares of Common Stock to be distributed in settlement of Restricted Stock that number of shares having a Fair Market Value, at the Distribution Date, equal to the amount of such withholding taxes.

8. CHANGE IN CONTROL PROVISIONS. (a) Acceleration of Lapse of Restrictions. In the event of a Change in Control (as hereinafter defined) of the Company after the effective date of the Plan and on or before the Distribution Date, the risk of forfeiture under Sections 5(b)(i) and (ii) shall immediately lapse, and the Distribution Date for purposes of Section 5(b)(iii) and other provisions of the Plan shall be deemed to be the day immediately preceding the date on which the Change in Control took place. (b) Definitions of Certain Terms. For purposes of this Plan, the following definitions shall apply: (i) "Beneficial Ownership" and Related Terms. "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Exchange Act, and the rules thereunder, except that, for purposes of this Section 8, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (ii) "Change in Control." "Change in Control" means and shall be deemed to have occurred if: (A) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20% or more of the total voting power of all the then-outstanding Voting Securities; or (B) those individuals who as of January 1, 1996 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of January 1, 1996 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (C) the shareholders of the Company approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80% of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60% of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change in Control shall not be deemed to have occurred if the Committee shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change in Control for purposes of all Restricted Stock then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (D) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50% of the assets owned by the Company immediately prior to the transaction. (iii) "Person." "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder.

8. CHANGE IN CONTROL PROVISIONS. (a) Acceleration of Lapse of Restrictions. In the event of a Change in Control (as hereinafter defined) of the Company after the effective date of the Plan and on or before the Distribution Date, the risk of forfeiture under Sections 5(b)(i) and (ii) shall immediately lapse, and the Distribution Date for purposes of Section 5(b)(iii) and other provisions of the Plan shall be deemed to be the day immediately preceding the date on which the Change in Control took place. (b) Definitions of Certain Terms. For purposes of this Plan, the following definitions shall apply: (i) "Beneficial Ownership" and Related Terms. "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Exchange Act, and the rules thereunder, except that, for purposes of this Section 8, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (ii) "Change in Control." "Change in Control" means and shall be deemed to have occurred if: (A) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20% or more of the total voting power of all the then-outstanding Voting Securities; or (B) those individuals who as of January 1, 1996 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of January 1, 1996 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (C) the shareholders of the Company approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80% of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60% of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change in Control shall not be deemed to have occurred if the Committee shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change in Control for purposes of all Restricted Stock then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (D) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50% of the assets owned by the Company immediately prior to the transaction. (iii) "Person." "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder.

(iv) "Related Party." "Related Party" means (A) a majority-owned subsidiary of the Company; or (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (C) a corporation owned directly or indirectly by the shareholders of the

(iv) "Related Party." "Related Party" means (A) a majority-owned subsidiary of the Company; or (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (C) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (D) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than 10% of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in Beneficial Ownership in excess of 10% and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change in Control. (v) "Voting Securities." "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors. 9. GENERAL PROVISIONS. (a) Compliance With Legal and Other Requirements. The grant and settlement of Restricted Stock and other obligations of the Company under the Plan will be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company may, in its discretion, postpone the issuance or delivery of Common Stock at a Distribution Date until completion of any required action under any federal or state law, rule, or regulation, listing or other required action with respect to any automated quotation system or stock exchange upon which the Common Stock or other Company securities are designated or listed, or compliance with any other contractual obligation of the Company, as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as the Company may consider appropriate in connection with the issuance or delivery of Common Stock in compliance with applicable laws, rules, and regulations, designation or listing requirements, or other contractual obligations. (b) Adjustments. In the event that the Committee shall determine that any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, extraordinary dividend or distribution, or share exchange, or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate to carry out the purposes of the Plan and to prevent dilution or enlargement of the rights of Participants under the Plan (after taking into account any Restricted Stock credited under Section 5 (d) to Participants as a result of such transaction or event), then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock which may thereafter be issued under Section 3(b) in connection with Restricted Stock, and (ii) the number and kind of shares of Common Stock issuable in settlement of then-outstanding Restricted Stock. For purposes of the Plan, the term "Common Stock" shall include any security that may be substituted or resubstituted for Common Stock pursuant to this Section 9(b). (c) No Right to Continued Employment. Neither the Plan nor any action taken hereunder, including the grant of Restricted Stock, will be construed as giving any associate the right to be retained in the employ of the Company or any of its subsidiaries, nor will it interfere in any way with the right of the Company or any of its subsidiaries to terminate any associate's employment at any time. (d) No Rights to Participate; No Shareholder Rights. No Participant or employee will have any claim to participate in the Plan, and the Company will have no obligation to continue the Plan. A grant of Restricted Stock will confer on the Participant none of the rights of a shareholder of the Company (including no rights to vote or receive dividends or distributions) until settlement by distribution of Common Stock, and then only to the extent that such Restricted Stock has not otherwise been forfeited by the Participant. (e) Changes to the Plan. The Committee may amend, alter, suspend, discontinue, or terminate the Plan without the consent of Participants; provided, however, that, without the consent of an affected Participant, no such action shall materially and adversely affect the rights of such Participant with respect to outstanding Restricted Stock; and provided

further, that any increase in the number of shares issuable under Section 3(b) shall be subject to the approval by the Board of Directors. (f) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan will be determined in accordance with the Pennsylvania Business Corporation Law, to the extent applicable, other laws (including those governing contracts) of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws, and applicable federal law. 10. EFFECTIVE DATE AND TERMINATION OF PLAN. The Plan shall become effective on February 23, 1996, subject to ratification by the Board of Directors. Unless earlier terminated under Section 9(e), the Plan shall terminate in 1997 at such time as no Restricted Stock previously granted under the Plan remains outstanding. Adopted by the Committee: February 23, 1996 Approved and Ratified by the Board of Directors: March 21, 1996

EXHIBIT 10.2.13 EXHIBIT B CHARMING SHOPPES, INC. 1996 RESTRICTED STOCK AWARD PROGRAM RESTRICTED STOCK AGREEMENT Agreement, dated as of ________________________, between CHARMING SHOPPES, INC. (the "Company") and ERROR! REFERENCE SOURCE NOT FOUND. ERROR! REFERENCE SOURCE NOT FOUND. ("Participant"). It is agreed as follows: 1. GRANT OF RESTRICTED STOCK. The Company hereby confirms the grant, under and pursuant to the Company's 1996 Restricted Stock Award Program (the "Plan"), to Participant on February 23, 1996 (the "Date of Grant") of ERROR! REFERENCE SOURCE NOT FOUND. of Restricted Stock. Under the Plan, each share of "Restricted Stock" represents the right to receive one share of the Company's Common Stock, issuable at a Distribution Date not later than April 15, 1997, and subject to a risk of forfeiture to the extent specified performance goals under the Company's Incentive Program for the fiscal year ending February 1, 1997 (the "IP") are not met and to other risks of forfeiture and conditions. No Common Stock will be issued to Participant in settlement of Restricted Stock until the applicable Distribution Date. 2. INCORPORATION OF PLAN BY REFERENCE. The Restricted Stock has been awarded to Participant under the Plan, a copy of which is attached hereto. All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Restricted Stock Agreement ("Agreement"). Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Participant hereby accepts the award of Restricted Stock, acknowledges receipt of the attached copy of the Plan, and agrees to be bound by all the terms and provisions hereof and thereof (as presently in effect or hereafter amended), and by all decisions and determinations of the Committee under the Plan. THE DATE OF GRANT OF THE RESTRICTED STOCK IS ERROR! REFERENCE SOURCE NOT FOUND. AWARD NUMBER: ERROR! REFERENCE SOURCE NOT FOUND.

EXHIBIT 10.2.13 EXHIBIT B CHARMING SHOPPES, INC. 1996 RESTRICTED STOCK AWARD PROGRAM RESTRICTED STOCK AGREEMENT Agreement, dated as of ________________________, between CHARMING SHOPPES, INC. (the "Company") and ERROR! REFERENCE SOURCE NOT FOUND. ERROR! REFERENCE SOURCE NOT FOUND. ("Participant"). It is agreed as follows: 1. GRANT OF RESTRICTED STOCK. The Company hereby confirms the grant, under and pursuant to the Company's 1996 Restricted Stock Award Program (the "Plan"), to Participant on February 23, 1996 (the "Date of Grant") of ERROR! REFERENCE SOURCE NOT FOUND. of Restricted Stock. Under the Plan, each share of "Restricted Stock" represents the right to receive one share of the Company's Common Stock, issuable at a Distribution Date not later than April 15, 1997, and subject to a risk of forfeiture to the extent specified performance goals under the Company's Incentive Program for the fiscal year ending February 1, 1997 (the "IP") are not met and to other risks of forfeiture and conditions. No Common Stock will be issued to Participant in settlement of Restricted Stock until the applicable Distribution Date. 2. INCORPORATION OF PLAN BY REFERENCE. The Restricted Stock has been awarded to Participant under the Plan, a copy of which is attached hereto. All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Restricted Stock Agreement ("Agreement"). Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Participant hereby accepts the award of Restricted Stock, acknowledges receipt of the attached copy of the Plan, and agrees to be bound by all the terms and provisions hereof and thereof (as presently in effect or hereafter amended), and by all decisions and determinations of the Committee under the Plan. THE DATE OF GRANT OF THE RESTRICTED STOCK IS ERROR! REFERENCE SOURCE NOT FOUND. AWARD NUMBER: ERROR! REFERENCE SOURCE NOT FOUND.

3. TERMS AND CONDITIONS OF RESTRICTED STOCK. The terms and conditions of the Restricted Stock awarded hereby shall be those set forth in Section 5 and other provisions of the Plan. Under the forfeiture provisions set forth in Sections 5(b)(i) and (ii), (i) if Participant fails to achieve at least 70% of each of the targeted performance goals of his or her annual incentive award under the IP for the Company's 1997 fiscal year, Participant will forfeit all of the Restricted Stock; (ii) if Participant achieves 100% or more of each of such targeted performance goals, Participant will forfeit none of the Restricted Stock; and (iii) if Participant achieves at least 70% but less than 100% of such targeted performance goals, Participant will forfeit a percentage of the Restricted Stock equal to 100% of the Restricted Stock minus the weighted average of the percentages of each of his or her targeted performance goals actually achieved. Section 5(b)(iii) provides for forfeiture if Participant is not continuously employed in a qualifying position through the Distribution Date. 4. TAX WITHHOLDING. Unless otherwise determined by the Committee prior to the Distribution Date, the Company shall withhold from the shares of Common Stock to be issued and delivered at the Distribution Date in settlement of Restricted Stock

3. TERMS AND CONDITIONS OF RESTRICTED STOCK. The terms and conditions of the Restricted Stock awarded hereby shall be those set forth in Section 5 and other provisions of the Plan. Under the forfeiture provisions set forth in Sections 5(b)(i) and (ii), (i) if Participant fails to achieve at least 70% of each of the targeted performance goals of his or her annual incentive award under the IP for the Company's 1997 fiscal year, Participant will forfeit all of the Restricted Stock; (ii) if Participant achieves 100% or more of each of such targeted performance goals, Participant will forfeit none of the Restricted Stock; and (iii) if Participant achieves at least 70% but less than 100% of such targeted performance goals, Participant will forfeit a percentage of the Restricted Stock equal to 100% of the Restricted Stock minus the weighted average of the percentages of each of his or her targeted performance goals actually achieved. Section 5(b)(iii) provides for forfeiture if Participant is not continuously employed in a qualifying position through the Distribution Date. 4. TAX WITHHOLDING. Unless otherwise determined by the Committee prior to the Distribution Date, the Company shall withhold from the shares of Common Stock to be issued and delivered at the Distribution Date in settlement of Restricted Stock that number of shares having a Fair Market Value, at the Distribution Date, equal to the amount of withholding taxes then required to be withheld. 5. MISCELLANEOUS. This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Restricted Stock awarded hereby, and supersedes any prior agreements or documents with respect to such Restricted Stock. No amendment, alteration, suspension, discontinuation, or termination of this Agreement which may impose any additional obligation upon the Company or materially and adversely affect the rights of Participant with respect to the Restricted Stock shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by Participant. CHARMING SHOPPES, INC. BY: NAME: PARTICIPANT: ERROR! REFERENCE SOURCE NOT FOUND. ERROR! REFERENCE SOURCE NOT FOUND. Attachment: 1996 Restricted Stock Award Plan -2-

EXHIBIT 10.2.14 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of May 17, 1995, by and between CHARMING SHOPPES, INC., a Pennsylvania corporation (the "Company"), and DAVID V. WACHS ("Employee"). B A C K G R O U N D: Employee is currently serving as a director and Chairman of the Board and Chief Executive Officer of the

EXHIBIT 10.2.14 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of May 17, 1995, by and between CHARMING SHOPPES, INC., a Pennsylvania corporation (the "Company"), and DAVID V. WACHS ("Employee"). B A C K G R O U N D: Employee is currently serving as a director and Chairman of the Board and Chief Executive Officer of the Company. Employee wishes to resign from all of his positions as an officer or director of the Company or any of its subsidiaries and to remain as a non-officer employee of the Company. In order to ensure that the Company will continue to have the benefits of Employee's expertise and experience, the Company desires to continue the employment of Employee, and Employee desires to remain in the employ of the Company, upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the facts and mutual covenants set forth herein, and intending to be legally bound hereby, the Company and Employee agree as follows: 1. Resignation of Current Positions; Continuation of Employment. Employee hereby resigns all of his positions as an officer or member of the board of directors of the Company or any of its subsidiaries, including without limitation his positions as Chairman of the Board and Chief Executive Officer and a member of the Board of Directors of the Company. The Company hereby agrees to continue to employ Employee, and Employee hereby accepts continued employment by the Company, in accordance with the terms and conditions hereinafter set forth. 2. Term. The term of this Agreement shall commence on May 18, 1995 and shall continue until May 17, 2001, unless earlier terminated pursuant to Section 7 hereof. -1-

3. Duties and Responsibilities. During the term of this Agreement, Employee agrees to render such services, including without limitation such consultation and advice, as may be reasonably requested of him by the Board of Directors or the Chairman of the Board or Chief Executive Officer of the Company. It is agreed that Employee's services hereunder shall normally be performed at the Company's principal executive offices and that out-of-town travel shall not be required, except with Employee's consent. Employee's services hereunder shall be requested and performed only during regular business hours on weekdays (subject to such periods when Employee shall be unavailable by reason of illness, vacation or otherwise). 4. Compensation. For all services rendered by Employee hereunder, the Company shall pay to Employee a salary at an annual rate of $427,500.00 per year during the first five years of this Agreement (until May 17, 2000), and a salary at an annual rate of $200,000.00 during the final year of this Agreement (from May 18, 2000 until May 17, 2001). Such salary, less taxes and normal deductions, shall be paid to Employee in substantially equal installments in accordance with the Company's regular payroll practices in effect from time to time, but no less often than monthly. 5. Benefits. (a) During the term of this Agreement, the Company shall (i) continue to provide medical and dental insurance for Employee and his spouse in accordance with the health insurance generally provided to employees of the Company and (ii) make available such other benefits as are generally available to employees of the Company. (b) The Company shall continue to pay the premiums on the split-dollar life insurance policies set forth on Exhibit A attached hereto (the "Split-Dollar Policies") in accordance with the terms of the agreements related to such policies and also set forth on Exhibit A (the "Collateral Assignment Agreements"). -2-

3. Duties and Responsibilities. During the term of this Agreement, Employee agrees to render such services, including without limitation such consultation and advice, as may be reasonably requested of him by the Board of Directors or the Chairman of the Board or Chief Executive Officer of the Company. It is agreed that Employee's services hereunder shall normally be performed at the Company's principal executive offices and that out-of-town travel shall not be required, except with Employee's consent. Employee's services hereunder shall be requested and performed only during regular business hours on weekdays (subject to such periods when Employee shall be unavailable by reason of illness, vacation or otherwise). 4. Compensation. For all services rendered by Employee hereunder, the Company shall pay to Employee a salary at an annual rate of $427,500.00 per year during the first five years of this Agreement (until May 17, 2000), and a salary at an annual rate of $200,000.00 during the final year of this Agreement (from May 18, 2000 until May 17, 2001). Such salary, less taxes and normal deductions, shall be paid to Employee in substantially equal installments in accordance with the Company's regular payroll practices in effect from time to time, but no less often than monthly. 5. Benefits. (a) During the term of this Agreement, the Company shall (i) continue to provide medical and dental insurance for Employee and his spouse in accordance with the health insurance generally provided to employees of the Company and (ii) make available such other benefits as are generally available to employees of the Company. (b) The Company shall continue to pay the premiums on the split-dollar life insurance policies set forth on Exhibit A attached hereto (the "Split-Dollar Policies") in accordance with the terms of the agreements related to such policies and also set forth on Exhibit A (the "Collateral Assignment Agreements"). -2-

(c) During the term of this Agreement, the Company shall furnish Employee with office space, secretarial assistance and such other facilities and services as shall be convenient and adequate for the performance of Employee's duties set forth herein. 6. Expenses. The Company shall reimburse Employee for all ordinary and reasonable out-of-pocket business expenses incurred by him in connection with his employment hereunder. 7. Termination. (a) This Agreement shall terminate upon the death of Employee, and all obligations of the Company to make any payments or to provide any benefits shall terminate as of such date, except that (i) for a period of two years from Employee's death, the Company shall continue to pay to Employee's estate (or to such other party as may be directed by Employee's executor) the amounts payable to Employee under Section 4 hereof (for so long as amounts are payable under Section 4), and (ii) the Company shall continue to pay any premiums required to be paid under the respective Collateral Assignment Agreements related to the Split-Dollar Policies. (b) Except as provided in Section 7(a) above, this Agreement may be terminated by the Company only in the event of (i) Employee's conviction of a felony or (ii) Employee's dishonesty in material respects relating to the Company. Upon termination of this Agreement pursuant to this Section 7(b), the Company shall have no further obligations to make any payments or provide any benefits hereunder. 8. Stock Options. Employee has options to purchase shares of the Company's Common Stock as set forth on Exhibit B attached hereto (the "Options"). As of the date hereof, Employee hereby surrenders to the Company for cancellation the following Options: (a) option to purchase 67,500 shares at $15.125 per share granted on April 7, 1993 (Grant No. 300098); (b) option to purchase 67,500 shares at $15.125 per share granted on -3-

(c) During the term of this Agreement, the Company shall furnish Employee with office space, secretarial assistance and such other facilities and services as shall be convenient and adequate for the performance of Employee's duties set forth herein. 6. Expenses. The Company shall reimburse Employee for all ordinary and reasonable out-of-pocket business expenses incurred by him in connection with his employment hereunder. 7. Termination. (a) This Agreement shall terminate upon the death of Employee, and all obligations of the Company to make any payments or to provide any benefits shall terminate as of such date, except that (i) for a period of two years from Employee's death, the Company shall continue to pay to Employee's estate (or to such other party as may be directed by Employee's executor) the amounts payable to Employee under Section 4 hereof (for so long as amounts are payable under Section 4), and (ii) the Company shall continue to pay any premiums required to be paid under the respective Collateral Assignment Agreements related to the Split-Dollar Policies. (b) Except as provided in Section 7(a) above, this Agreement may be terminated by the Company only in the event of (i) Employee's conviction of a felony or (ii) Employee's dishonesty in material respects relating to the Company. Upon termination of this Agreement pursuant to this Section 7(b), the Company shall have no further obligations to make any payments or provide any benefits hereunder. 8. Stock Options. Employee has options to purchase shares of the Company's Common Stock as set forth on Exhibit B attached hereto (the "Options"). As of the date hereof, Employee hereby surrenders to the Company for cancellation the following Options: (a) option to purchase 67,500 shares at $15.125 per share granted on April 7, 1993 (Grant No. 300098); (b) option to purchase 67,500 shares at $15.125 per share granted on -3-

April 7, 1993 (Grant No. P30006); (c) option to purchase 105,000 shares at $11.125 per share granted on February 1, 1994 (Grant No. 300225); and (d) option to purchase 105,000 shares at $11.125 per share granted on February 1, 1994 (Grant No. P30014). All Options not being cancelled hereby shall continue in full force and effect according to their respective terms; provided, however, Employee agrees that any Options not exercised prior to May 17, 2000 shall be cancelled as of such date. 9. Contents of Agreement; Parties in Interest; Assignment; etc. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Employee hereunder are of a personal nature and shall neither be assigned nor transferred in whole or in part by Employee. This Agreement shall not be amended except by written instrument duly executed by the Company and Employee. 10. Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms and provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable term or provision had not been contained herein. 11. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. 12. Notices. All notices, consents, waivers or communications which are required or permitted hereunder shall be sufficient if given in writing and delivered (personally, by courier service such as Federal Express, or by messenger) or deposited in the United States mails, registered or certified mail, return receipt requested, postage prepaid, as -4-

April 7, 1993 (Grant No. P30006); (c) option to purchase 105,000 shares at $11.125 per share granted on February 1, 1994 (Grant No. 300225); and (d) option to purchase 105,000 shares at $11.125 per share granted on February 1, 1994 (Grant No. P30014). All Options not being cancelled hereby shall continue in full force and effect according to their respective terms; provided, however, Employee agrees that any Options not exercised prior to May 17, 2000 shall be cancelled as of such date. 9. Contents of Agreement; Parties in Interest; Assignment; etc. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Employee hereunder are of a personal nature and shall neither be assigned nor transferred in whole or in part by Employee. This Agreement shall not be amended except by written instrument duly executed by the Company and Employee. 10. Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms and provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable term or provision had not been contained herein. 11. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. 12. Notices. All notices, consents, waivers or communications which are required or permitted hereunder shall be sufficient if given in writing and delivered (personally, by courier service such as Federal Express, or by messenger) or deposited in the United States mails, registered or certified mail, return receipt requested, postage prepaid, as -4-

follows (or to such other addresses or address as shall be set forth in a notice given in the same manner): If to the Company: Charming Shoppes, Inc. 450 Winks Lane Bensalem, PA 19020 Attention: Chairman of the Board If to Employee: David V. Wachs 412 Sprague Road Narberth, PA 19072 All such notices shall be deemed to have been given on the date delivered or mailed in the manner provided above. -5-

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written. CHARMING SHOPPES, INC.
By: /s/Ivan M. Szeftel

follows (or to such other addresses or address as shall be set forth in a notice given in the same manner): If to the Company: Charming Shoppes, Inc. 450 Winks Lane Bensalem, PA 19020 Attention: Chairman of the Board If to Employee: David V. Wachs 412 Sprague Road Narberth, PA 19072 All such notices shall be deemed to have been given on the date delivered or mailed in the manner provided above. -5-

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written. CHARMING SHOPPES, INC.
By: /s/Ivan M. Szeftel --------------------------------Name: Ivan M. Szeftzel Title: Executive Vice President Finance

EMPLOYEE:
/s/ David V. Wachs ------------------------------------David V. Wachs

-6-

EXHIBIT 10.2.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") made as of this 22nd day of August, 1995, by and between Charming Shoppes, Inc., a Pennsylvania corporation (the "Company") and Dorrit J. Bern ("Executive"). BACKGROUND A. The Company believes that it would benefit from the application of Executive's particular and unique skill, experience and background to the management and operation of the Company, and wishes to employ Executive on the terms and conditions hereinafter set forth; and

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written. CHARMING SHOPPES, INC.
By: /s/Ivan M. Szeftel --------------------------------Name: Ivan M. Szeftzel Title: Executive Vice President Finance

EMPLOYEE:
/s/ David V. Wachs ------------------------------------David V. Wachs

-6-

EXHIBIT 10.2.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") made as of this 22nd day of August, 1995, by and between Charming Shoppes, Inc., a Pennsylvania corporation (the "Company") and Dorrit J. Bern ("Executive"). BACKGROUND A. The Company believes that it would benefit from the application of Executive's particular and unique skill, experience and background to the management and operation of the Company, and wishes to employ Executive on the terms and conditions hereinafter set forth; and B. The parties desire to set forth the terms and conditions of the employment relationship between the Company and Executive. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants in this Agreement, the Company and Executive, intending to be legally bound, hereby agree as follows: 1. Employment and Duties. The Company hereby employs Executive as President and Chief Executive Officer of the Company on the terms and conditions provided in this Agreement and Executive agrees to accept such employment subject to the terms and conditions of this Agreement. Executive shall perform the duties and responsibilities reasonably determined from time to time by the Board of Directors of the Company (the "Board") consistent with the types of duties and responsibilities typically performed by a person serving as President and Chief Executive Officer of businesses similar to the Company. Executive agrees to devote her best efforts and substantially all her time, attention, energy, and skill to performing the duties of President and Chief Executive Officer; provided, however, that prior to September 30, 1995, Executive's obligations shall be limited to her good faith effort to consult with the Chairman of the Board and other executives of the Company by telephone, facsimile or other electronic means or in Chicago and, when possible, in the Philadelphia area. Effective on the Effective Date, the Board shall elect Executive as a director of the

Company and Vice Chairman of the Board of Directors and Executive shall continue to serve as a director so

EXHIBIT 10.2.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") made as of this 22nd day of August, 1995, by and between Charming Shoppes, Inc., a Pennsylvania corporation (the "Company") and Dorrit J. Bern ("Executive"). BACKGROUND A. The Company believes that it would benefit from the application of Executive's particular and unique skill, experience and background to the management and operation of the Company, and wishes to employ Executive on the terms and conditions hereinafter set forth; and B. The parties desire to set forth the terms and conditions of the employment relationship between the Company and Executive. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants in this Agreement, the Company and Executive, intending to be legally bound, hereby agree as follows: 1. Employment and Duties. The Company hereby employs Executive as President and Chief Executive Officer of the Company on the terms and conditions provided in this Agreement and Executive agrees to accept such employment subject to the terms and conditions of this Agreement. Executive shall perform the duties and responsibilities reasonably determined from time to time by the Board of Directors of the Company (the "Board") consistent with the types of duties and responsibilities typically performed by a person serving as President and Chief Executive Officer of businesses similar to the Company. Executive agrees to devote her best efforts and substantially all her time, attention, energy, and skill to performing the duties of President and Chief Executive Officer; provided, however, that prior to September 30, 1995, Executive's obligations shall be limited to her good faith effort to consult with the Chairman of the Board and other executives of the Company by telephone, facsimile or other electronic means or in Chicago and, when possible, in the Philadelphia area. Effective on the Effective Date, the Board shall elect Executive as a director of the

Company and Vice Chairman of the Board of Directors and Executive shall continue to serve as a director so long as she is duly elected by the stockholders of the Company and employed by the Company. Executive shall be based at the Company's principal executive offices but shall not be required to move her residence. 2. Term. The term of this Agreement shall be for five (5) years (the "Initial Term"), commencing on such date as her current employment terminates, which shall not be more than fourteen (14) days after the date hereof (the "Effective Date"), and expiring on the fifth anniversary of the Effective Date, unless extended by mutual agreement of the parties or earlier terminated in accordance with the terms of this Agreement. This Agreement shall continue in full force and effect from year-to year after the expiration of the Initial Term, unless either party shall give the other party before the commencement of any such year at least ninety (90) days' prior written notice of such party's intention to terminate this Agreement. 3. Compensation. As compensation for performing the services required by this Agreement for the Company and during the term of this Agreement, Executive shall be compensated as follows: (a) Base Compensation. The Company shall pay to Executive an annual base salary of One Million Dollars ($1,000,000), payable in substantially equal installments pursuant to the Company's customary payroll procedures in effect for its executive personnel at the time of payment, subject to withholding for applicable federal, state, and local taxes and all other items, if any, required to be withheld. The annual base salary may be reviewed from time to time during the term of this Agreement by the Board to determine whether, in its sole discretion, such base salary should be increased or decreased, but in no event will the annual base salary be less than One Million Dollars ($1,000,000). (b) Performance Compensation.

Company and Vice Chairman of the Board of Directors and Executive shall continue to serve as a director so long as she is duly elected by the stockholders of the Company and employed by the Company. Executive shall be based at the Company's principal executive offices but shall not be required to move her residence. 2. Term. The term of this Agreement shall be for five (5) years (the "Initial Term"), commencing on such date as her current employment terminates, which shall not be more than fourteen (14) days after the date hereof (the "Effective Date"), and expiring on the fifth anniversary of the Effective Date, unless extended by mutual agreement of the parties or earlier terminated in accordance with the terms of this Agreement. This Agreement shall continue in full force and effect from year-to year after the expiration of the Initial Term, unless either party shall give the other party before the commencement of any such year at least ninety (90) days' prior written notice of such party's intention to terminate this Agreement. 3. Compensation. As compensation for performing the services required by this Agreement for the Company and during the term of this Agreement, Executive shall be compensated as follows: (a) Base Compensation. The Company shall pay to Executive an annual base salary of One Million Dollars ($1,000,000), payable in substantially equal installments pursuant to the Company's customary payroll procedures in effect for its executive personnel at the time of payment, subject to withholding for applicable federal, state, and local taxes and all other items, if any, required to be withheld. The annual base salary may be reviewed from time to time during the term of this Agreement by the Board to determine whether, in its sole discretion, such base salary should be increased or decreased, but in no event will the annual base salary be less than One Million Dollars ($1,000,000). (b) Performance Compensation. -2-

(i) In addition to annual base salary, beginning with the fiscal year commencing February 4, 1996, Executive shall be eligible to receive additional compensation ("Performance Compensation") within 90 days of the end of each of the Company's fiscal years during the term of this Agreement, if the Company achieves certain performance criteria established under the Company's Executive Incentive Plan ("EIP"). The formula and standards for determining Executive's Performance Compensation shall be determined by the Compensation Committee of the Board but may not exceed 120% of Executive's annual base salary for the applicable year. Notwithstanding the foregoing, Executive shall receive Performance Compensation for the fiscal year commencing February 4, 1996 of not less than 30% of Executive's annual base salary for such year. (ii) Except where Executive has been discharged without Cause or has terminated this Agreement for Good Reason, or this Agreement has expired without extension pursuant to paragraph 2, Performance Compensation shall be deemed vested at the end of each fiscal year, provided Executive is employed by the Company on such date, and shall be payable regardless of whether Executive is employed on the date scheduled for payment. If Executive has been discharged without Cause or has terminated this Agreement for Good Reason, or this Agreement has expired without extension pursuant to paragraph 2, Executive will be entitled to receive the Performance Compensation to which she would otherwise have been entitled for the fiscal year in which such discharge, termination or expiration occurred, pro rated for the number of days elapsed before such discharge, termination or expiration; provided, however, that if such termination, discharge or expiration occurs after August 31 of any such year she shall be entitled to such Performance Compensation without proration. (c) Initial Bonus. Executive shall receive a cash bonus in the amount of One Million Dollars ($1,000,000), of which Five Hundred Thousand Dollars ($500,000) shall be paid on September 30, 1995 and Five Hundred Thousand Dollars ($500,000) shall be paid on December 30, 1995, subject to withholding for -3-

applicable federal, state and local taxes and all other items, if any, required to be withheld. 4. Options. On the Effective Date, the Company shall issue to Executive options (the "Options") to purchase up

(i) In addition to annual base salary, beginning with the fiscal year commencing February 4, 1996, Executive shall be eligible to receive additional compensation ("Performance Compensation") within 90 days of the end of each of the Company's fiscal years during the term of this Agreement, if the Company achieves certain performance criteria established under the Company's Executive Incentive Plan ("EIP"). The formula and standards for determining Executive's Performance Compensation shall be determined by the Compensation Committee of the Board but may not exceed 120% of Executive's annual base salary for the applicable year. Notwithstanding the foregoing, Executive shall receive Performance Compensation for the fiscal year commencing February 4, 1996 of not less than 30% of Executive's annual base salary for such year. (ii) Except where Executive has been discharged without Cause or has terminated this Agreement for Good Reason, or this Agreement has expired without extension pursuant to paragraph 2, Performance Compensation shall be deemed vested at the end of each fiscal year, provided Executive is employed by the Company on such date, and shall be payable regardless of whether Executive is employed on the date scheduled for payment. If Executive has been discharged without Cause or has terminated this Agreement for Good Reason, or this Agreement has expired without extension pursuant to paragraph 2, Executive will be entitled to receive the Performance Compensation to which she would otherwise have been entitled for the fiscal year in which such discharge, termination or expiration occurred, pro rated for the number of days elapsed before such discharge, termination or expiration; provided, however, that if such termination, discharge or expiration occurs after August 31 of any such year she shall be entitled to such Performance Compensation without proration. (c) Initial Bonus. Executive shall receive a cash bonus in the amount of One Million Dollars ($1,000,000), of which Five Hundred Thousand Dollars ($500,000) shall be paid on September 30, 1995 and Five Hundred Thousand Dollars ($500,000) shall be paid on December 30, 1995, subject to withholding for -3-

applicable federal, state and local taxes and all other items, if any, required to be withheld. 4. Options. On the Effective Date, the Company shall issue to Executive options (the "Options") to purchase up to one million (1,000,000) shares of the Company's Common Stock, $.10 par value ("Common Shares") under the Company's 1993 Employees' Stock Incentive Plan (the "Plan"). Options covering Two Hundred Thousand (200,000) Common Shares shall become exercisable (i.e., vest) on the first anniversary of the date of grant and Options covering an additional Two Hundred Thousand (200,000) Common Shares shall vest on each succeeding anniversary of the date of grant until the fifth anniversary of the date of grant at which time all Options shall be vested; provided, however, that all Options shall be fully vested if Executive resigns for Good Reason or Executive is discharged without Cause. The Options shall be exercisable at a price per Common Share equal to the closing price per Common Share on the NASDAQ National Market System on the date of grant. The Options shall be represented by the form of option agreement typically used by the Company pursuant to the Plan with such changes as shall be required to conform to this Agreement. The Options granted pursuant to this paragraph 4 shall be in lieu of options which might otherwise have been granted to Executive during the initial term of this Agreement. 5. Employee Benefits. (a) During the term of this Agreement and subject to the limitations set forth in this paragraph 5, Executive shall have the right to participate in any retirement plans (qualified and non qualified), 401-K plan, pension, insurance, health, disability or other benefit plan or program (other than any stock option plan except as described in paragraph 4) that has been or is hereafter adopted by the Company (or in which the Company participates), according to the terms of such plan or program, on terms similar to the most senior executives of the Company. Company agrees that Executive shall be eligible to participate in all insurance programs on the Effective Date without regard to any waiting period. -4-

(b) Company shall purchase and during the term of this Agreement pay the premium for a $4,000,000 split dollar life insurance policy on Executive's life, subject to the execution of a collateral assignment split dollar insurance agreement and Executive's insurability at normal premium rates. Subject to the interest of the Company, Executive shall be entitled to name the beneficiary of the death benefit of such policy. Upon termination of

applicable federal, state and local taxes and all other items, if any, required to be withheld. 4. Options. On the Effective Date, the Company shall issue to Executive options (the "Options") to purchase up to one million (1,000,000) shares of the Company's Common Stock, $.10 par value ("Common Shares") under the Company's 1993 Employees' Stock Incentive Plan (the "Plan"). Options covering Two Hundred Thousand (200,000) Common Shares shall become exercisable (i.e., vest) on the first anniversary of the date of grant and Options covering an additional Two Hundred Thousand (200,000) Common Shares shall vest on each succeeding anniversary of the date of grant until the fifth anniversary of the date of grant at which time all Options shall be vested; provided, however, that all Options shall be fully vested if Executive resigns for Good Reason or Executive is discharged without Cause. The Options shall be exercisable at a price per Common Share equal to the closing price per Common Share on the NASDAQ National Market System on the date of grant. The Options shall be represented by the form of option agreement typically used by the Company pursuant to the Plan with such changes as shall be required to conform to this Agreement. The Options granted pursuant to this paragraph 4 shall be in lieu of options which might otherwise have been granted to Executive during the initial term of this Agreement. 5. Employee Benefits. (a) During the term of this Agreement and subject to the limitations set forth in this paragraph 5, Executive shall have the right to participate in any retirement plans (qualified and non qualified), 401-K plan, pension, insurance, health, disability or other benefit plan or program (other than any stock option plan except as described in paragraph 4) that has been or is hereafter adopted by the Company (or in which the Company participates), according to the terms of such plan or program, on terms similar to the most senior executives of the Company. Company agrees that Executive shall be eligible to participate in all insurance programs on the Effective Date without regard to any waiting period. -4-

(b) Company shall purchase and during the term of this Agreement pay the premium for a $4,000,000 split dollar life insurance policy on Executive's life, subject to the execution of a collateral assignment split dollar insurance agreement and Executive's insurability at normal premium rates. Subject to the interest of the Company, Executive shall be entitled to name the beneficiary of the death benefit of such policy. Upon termination of Executive's employment for any reason, Executive may purchase the split dollar life insurance policy on her life by giving Company notice of her desire to purchase such insurance within 30 days of the termination of Executive's employment and paying Company within 5 days of being informed of the amount due, the greater of: (i) the amount of all premiums for such policy paid by Company; or (ii) the cash surrender value of such policy. 6. Vacation. Executive shall be entitled to not less than four (4) weeks of paid vacation in each year during the term of this Agreement, beginning on the Effective Date of this Agreement, on dates to be mutually agreed upon by the Company and Executive, and approval of the Company shall not be unreasonably withheld. Any vacation days that are not taken in a given twelve (12) month period shall not accrue and carry over from year to year. 7. Expenses. Executive shall be promptly reimbursed against presentation of vouchers or receipts for all reasonable and necessary expenses incurred by her in connection with the performance of business-related duties. 8. Indemnification. The Company shall (and is hereby obligated to) indemnify Executive in each and every situation where the Company is obligated or permitted to make such indemnification pursuant to the relevant portions of the Company's Articles of Incorporation and By-Laws. The Company agrees that it will not reduce the indemnification currently available to Executive hereunder. 9. Perquisites. During the term of this Agreement, in order to facilitate the performance of Executive's duties hereunder, and otherwise for the convenience of the Company, the -5-

Company shall provide Executive with a perquisite allowance equal in amount to the perquisite allowance to which the Acting Chief Executive Officer of the Company on the date hereof is entitled and which shall cover

(b) Company shall purchase and during the term of this Agreement pay the premium for a $4,000,000 split dollar life insurance policy on Executive's life, subject to the execution of a collateral assignment split dollar insurance agreement and Executive's insurability at normal premium rates. Subject to the interest of the Company, Executive shall be entitled to name the beneficiary of the death benefit of such policy. Upon termination of Executive's employment for any reason, Executive may purchase the split dollar life insurance policy on her life by giving Company notice of her desire to purchase such insurance within 30 days of the termination of Executive's employment and paying Company within 5 days of being informed of the amount due, the greater of: (i) the amount of all premiums for such policy paid by Company; or (ii) the cash surrender value of such policy. 6. Vacation. Executive shall be entitled to not less than four (4) weeks of paid vacation in each year during the term of this Agreement, beginning on the Effective Date of this Agreement, on dates to be mutually agreed upon by the Company and Executive, and approval of the Company shall not be unreasonably withheld. Any vacation days that are not taken in a given twelve (12) month period shall not accrue and carry over from year to year. 7. Expenses. Executive shall be promptly reimbursed against presentation of vouchers or receipts for all reasonable and necessary expenses incurred by her in connection with the performance of business-related duties. 8. Indemnification. The Company shall (and is hereby obligated to) indemnify Executive in each and every situation where the Company is obligated or permitted to make such indemnification pursuant to the relevant portions of the Company's Articles of Incorporation and By-Laws. The Company agrees that it will not reduce the indemnification currently available to Executive hereunder. 9. Perquisites. During the term of this Agreement, in order to facilitate the performance of Executive's duties hereunder, and otherwise for the convenience of the Company, the -5-

Company shall provide Executive with a perquisite allowance equal in amount to the perquisite allowance to which the Acting Chief Executive Officer of the Company on the date hereof is entitled and which shall cover such things as an automobile and related expenses, financial and tax planning and advice and similar items. 10. Relocation. Company and Executive agree that Executive is not required to relocate to the Philadelphia area. If Executive decides to relocate to the Philadelphia area, Company shall pay all expenses incurred in connection with the transportation of Executive's household goods (including packing and unpacking) and all closing costs incurred in connection with the purchase of Executive's new residence (including, attorney's fees, title insurance charges, pest and radon inspection charges, recording and transfer fees, mortgage application fees and points). Prior to Executive's relocation to the Philadelphia area, Company shall provide an apartment for Executive in the Philadelphia area and one round-trip airplane ticket between Philadelphia and Chicago each week. 11. Termination of Employment. Notwithstanding any other provision of this Agreement, Executive's employment may be terminated as set forth below: (a) Disability or Incapacity. In the event of Executive's physical or mental inability to perform her essential duties hereunder, with or without reasonable accommodation, for a period of 13 consecutive weeks or for a cumulative period of 26 weeks during the term of this Agreement. (b) Death. In the event of Executive's death. (c) Resignation for Good Reason. Executive may resign for "good reason," defined below, upon 30 days' written notice by Executive to the Company. The Company may waive Executive's obligation to work during this 30-day notice period and terminate her employment immediately, but if the Company takes this action in the absence of agreement by Executive, Executive shall receive the salary which would otherwise be due through the end of the -6-

Company shall provide Executive with a perquisite allowance equal in amount to the perquisite allowance to which the Acting Chief Executive Officer of the Company on the date hereof is entitled and which shall cover such things as an automobile and related expenses, financial and tax planning and advice and similar items. 10. Relocation. Company and Executive agree that Executive is not required to relocate to the Philadelphia area. If Executive decides to relocate to the Philadelphia area, Company shall pay all expenses incurred in connection with the transportation of Executive's household goods (including packing and unpacking) and all closing costs incurred in connection with the purchase of Executive's new residence (including, attorney's fees, title insurance charges, pest and radon inspection charges, recording and transfer fees, mortgage application fees and points). Prior to Executive's relocation to the Philadelphia area, Company shall provide an apartment for Executive in the Philadelphia area and one round-trip airplane ticket between Philadelphia and Chicago each week. 11. Termination of Employment. Notwithstanding any other provision of this Agreement, Executive's employment may be terminated as set forth below: (a) Disability or Incapacity. In the event of Executive's physical or mental inability to perform her essential duties hereunder, with or without reasonable accommodation, for a period of 13 consecutive weeks or for a cumulative period of 26 weeks during the term of this Agreement. (b) Death. In the event of Executive's death. (c) Resignation for Good Reason. Executive may resign for "good reason," defined below, upon 30 days' written notice by Executive to the Company. The Company may waive Executive's obligation to work during this 30-day notice period and terminate her employment immediately, but if the Company takes this action in the absence of agreement by Executive, Executive shall receive the salary which would otherwise be due through the end of the -6-

notice period. For purposes of this Agreement, "good reason" shall mean: (i) a substantial change in Executive's duties and responsibilities, which change would materially reduce Executive's stature, importance and dignity within the Company; (ii) the appointment of an executive officer superior in rank to Executive; (iii) the failure of the Board to nominate Executive for re-election as a director, or the failure of the stockholders to re-elect Executive; (iv) the failure of the Company to pay any amount due to Executive hereunder which failure shall persist for ten (10) days after written notice of such failure shall have been given to the Company; and/or (v) the assignment of Executive to office space which is not commensurate with her position and title, the failure of the Company to provide the ministerial, administrative and secretarial support customarily associated with her title and position or the withdrawal by the Company of any such ministerial, administrative and secretarial support. (d) Resignation Without Good Reason. Notwithstanding any other provision of this Agreement, Executive may resign for any or no reason, upon 90 days' written notice by Executive to the Company. The Company may waive Executive's obligation to work during this 90-day notice period and terminate her employment immediately, but if the Company takes this action in the absence of agreement by Executive, Executive shall receive the base salary which would otherwise be due through the end of the notice period. (e) Resignation Upon A Change of Control. Notwithstanding any other provision of this Agreement, Executive may resign upon a Change of Control (as defined below), at any time within 12 months of such Change of Control, upon 30 days' written notice by Executive to the Company. The Company may waive Executive's obligation to work during this 30-day notice period and terminate her employment immediately, but if the Company takes this action in the absence of agreement by Executive, Executive shall receive the salary which would otherwise be due through the end of the notice period. (f) Discharge for Cause. The Company may discharge Executive at any time for "Cause," which shall include but not be -7-

notice period. For purposes of this Agreement, "good reason" shall mean: (i) a substantial change in Executive's duties and responsibilities, which change would materially reduce Executive's stature, importance and dignity within the Company; (ii) the appointment of an executive officer superior in rank to Executive; (iii) the failure of the Board to nominate Executive for re-election as a director, or the failure of the stockholders to re-elect Executive; (iv) the failure of the Company to pay any amount due to Executive hereunder which failure shall persist for ten (10) days after written notice of such failure shall have been given to the Company; and/or (v) the assignment of Executive to office space which is not commensurate with her position and title, the failure of the Company to provide the ministerial, administrative and secretarial support customarily associated with her title and position or the withdrawal by the Company of any such ministerial, administrative and secretarial support. (d) Resignation Without Good Reason. Notwithstanding any other provision of this Agreement, Executive may resign for any or no reason, upon 90 days' written notice by Executive to the Company. The Company may waive Executive's obligation to work during this 90-day notice period and terminate her employment immediately, but if the Company takes this action in the absence of agreement by Executive, Executive shall receive the base salary which would otherwise be due through the end of the notice period. (e) Resignation Upon A Change of Control. Notwithstanding any other provision of this Agreement, Executive may resign upon a Change of Control (as defined below), at any time within 12 months of such Change of Control, upon 30 days' written notice by Executive to the Company. The Company may waive Executive's obligation to work during this 30-day notice period and terminate her employment immediately, but if the Company takes this action in the absence of agreement by Executive, Executive shall receive the salary which would otherwise be due through the end of the notice period. (f) Discharge for Cause. The Company may discharge Executive at any time for "Cause," which shall include but not be -7-

limited to: Executive's chronic neglect, refusal or failure to perform her employment duties and responsibilities, other than for reasons of sickness, accident or other similar causes beyond Executive's control; or Executive's commission of any dishonest act or intentional wrongdoing committed against the Company, its agents or employees or otherwise in connection with her employment by the Company or a conviction of a felony, whether or not in connection with employment. Executive's discharge for Cause shall be effective upon delivery to Executive of written notice specifying the matter or matters which the Board deems to constitute Cause. (g) Discharge Without Cause. Notwithstanding any other provision of this Agreement, Executive's employment may be terminated by the Company at any time without Cause. (h) General. (i) Termination of Executive's employment pursuant to this paragraph 11 shall release the Company of all of its liabilities and obligations under this Agreement, except as expressly provided under paragraph 12 below. The preceding sentence shall not be deemed a release of Executive's right to contest any matter whatsoever arising under this Agreement in any appropriate judicial or other forum, subject to the provisions of paragraph 19 (Arbitration). (ii) Termination of Executive's employment pursuant to this paragraph 11 shall not release Executive from her obligations and restrictions under paragraphs 13 through 15 of this Agreement. (i) Definitions of Certain Terms. For purposes of this Agreement, the following definitions shall apply: (i) "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder, except that, for purposes of this paragraph 11, -8-

limited to: Executive's chronic neglect, refusal or failure to perform her employment duties and responsibilities, other than for reasons of sickness, accident or other similar causes beyond Executive's control; or Executive's commission of any dishonest act or intentional wrongdoing committed against the Company, its agents or employees or otherwise in connection with her employment by the Company or a conviction of a felony, whether or not in connection with employment. Executive's discharge for Cause shall be effective upon delivery to Executive of written notice specifying the matter or matters which the Board deems to constitute Cause. (g) Discharge Without Cause. Notwithstanding any other provision of this Agreement, Executive's employment may be terminated by the Company at any time without Cause. (h) General. (i) Termination of Executive's employment pursuant to this paragraph 11 shall release the Company of all of its liabilities and obligations under this Agreement, except as expressly provided under paragraph 12 below. The preceding sentence shall not be deemed a release of Executive's right to contest any matter whatsoever arising under this Agreement in any appropriate judicial or other forum, subject to the provisions of paragraph 19 (Arbitration). (ii) Termination of Executive's employment pursuant to this paragraph 11 shall not release Executive from her obligations and restrictions under paragraphs 13 through 15 of this Agreement. (i) Definitions of Certain Terms. For purposes of this Agreement, the following definitions shall apply: (i) "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder, except that, for purposes of this paragraph 11, -8-

"Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (ii) "Change of Control" means and shall be deemed to have occurred if (A) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20% or more of the total voting power of all the then-outstanding Voting Securities, or (B) those individuals who as of August 15, 1995 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of August 15, 1995 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (C) the shareholders of the Company approve a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80% of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60% of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction

"Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (ii) "Change of Control" means and shall be deemed to have occurred if (A) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20% or more of the total voting power of all the then-outstanding Voting Securities, or (B) those individuals who as of August 15, 1995 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of August 15, 1995 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (C) the shareholders of the Company approve a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80% of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60% of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction -9-

and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Board shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of this Agreement and options then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (D) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50% of the assets owned by the Company immediately prior to the transaction. (iii) "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder. (iv) "Related Party" means (A) a majority-owned subsidiary of the Company; or (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (C) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (D) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than 10% of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in Beneficial ownership in excess of 10% and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board - 10 -

and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Board shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of this Agreement and options then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (D) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50% of the assets owned by the Company immediately prior to the transaction. (iii) "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder. (iv) "Related Party" means (A) a majority-owned subsidiary of the Company; or (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (C) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (D) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than 10% of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in Beneficial ownership in excess of 10% and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board - 10 -

approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control. (v) "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors. 12. Payments Upon Termination. (a) Discharge Without Cause or Resignation for Good Reason. If Executive is discharged without Cause or resigns for Good Reason or this Agreement expires at the end of the Initial Term or any renewal term without extension pursuant to paragraph 2: (i) Executive shall continue to receive her base salary, paid in monthly installments, for the greater of the remaining term of this Agreement or eighteen months. In addition, during the period in which Executive receives posttermination salary, the Company will pay the premiums in connection with Executive's continued participation in the Company's group health plan pursuant to COBRA, subject to such plan's terms, conditions and restrictions. Executive shall also receive that portion of her Performance Compensation as provided in paragraph 3(b). (ii) The Company's obligation for base salary under subparagraph (i) above shall be offset by 65% of any compensation from employment earned by Executive through self-employment or with another employer during this period, and its obligation to continue payments on behalf of Executive for medical insurance shall cease upon Executive's acceptance of other employment pursuant to which comparable coverage is normally provided. Moreover, the Company's obligations under subparagraph (i) above shall cease in the event that Executive breaches any of the covenants or restrictions set forth in paragraphs 13 through 15 below. - 11 -

(iii) Except as set forth above in this paragraph 12, Executive shall not be eligible for any payments or other

approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control. (v) "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors. 12. Payments Upon Termination. (a) Discharge Without Cause or Resignation for Good Reason. If Executive is discharged without Cause or resigns for Good Reason or this Agreement expires at the end of the Initial Term or any renewal term without extension pursuant to paragraph 2: (i) Executive shall continue to receive her base salary, paid in monthly installments, for the greater of the remaining term of this Agreement or eighteen months. In addition, during the period in which Executive receives posttermination salary, the Company will pay the premiums in connection with Executive's continued participation in the Company's group health plan pursuant to COBRA, subject to such plan's terms, conditions and restrictions. Executive shall also receive that portion of her Performance Compensation as provided in paragraph 3(b). (ii) The Company's obligation for base salary under subparagraph (i) above shall be offset by 65% of any compensation from employment earned by Executive through self-employment or with another employer during this period, and its obligation to continue payments on behalf of Executive for medical insurance shall cease upon Executive's acceptance of other employment pursuant to which comparable coverage is normally provided. Moreover, the Company's obligations under subparagraph (i) above shall cease in the event that Executive breaches any of the covenants or restrictions set forth in paragraphs 13 through 15 below. - 11 -

(iii) Except as set forth above in this paragraph 12, Executive shall not be eligible for any payments or other benefits upon termination of her employment without cause or resignation for Good Reason. (b) Resignation Upon a Change of Control. (i) If Executive resigns upon a Change of Control, Executive shall be entitled to the payments set forth in paragraph 12(a) upon the terms and subject to the limitations set forth in such paragraph, except that she shall be entitled to post-termination compensation for a period of two years. (ii) If, within 12 months following a Change of Control, Executive's employment is terminated by Executive for Good Reason or if Executive's employment is terminated without Cause, then, in lieu of any other severance payments under paragraph 12(a) or 12(b)(i) of this Agreement, Company shall pay to Executive on the Effective Date of such termination, a lump sum amount equal to 2.5 times her "base amount" within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). (c) Death or Disability/Incapacity. (i) On death, Executive's estate's sole entitlement will be to (A) base salary for any days worked prior to Executive's death, (B) that portion of Executive's Performance Compensation as provided in paragraph 3(b), plus (C) any amounts payable on account of Executive's death under any insurance or benefit plans or policies maintained by the Company for the benefit of Executive. (ii) On termination for disability or incapacity, Executive's sole entitlement will be to (A) base salary for any days worked prior to the date of termination, (B) that portion of Executive's Performance Compensation, as provided in paragraph 3(b), plus (C) amounts payable on account of disability or incapacity under any insurance or benefit plans or policies maintained by the Company. - 12 -

(iii) Except as set forth above in this paragraph 12, Executive shall not be eligible for any payments or other benefits upon termination of her employment without cause or resignation for Good Reason. (b) Resignation Upon a Change of Control. (i) If Executive resigns upon a Change of Control, Executive shall be entitled to the payments set forth in paragraph 12(a) upon the terms and subject to the limitations set forth in such paragraph, except that she shall be entitled to post-termination compensation for a period of two years. (ii) If, within 12 months following a Change of Control, Executive's employment is terminated by Executive for Good Reason or if Executive's employment is terminated without Cause, then, in lieu of any other severance payments under paragraph 12(a) or 12(b)(i) of this Agreement, Company shall pay to Executive on the Effective Date of such termination, a lump sum amount equal to 2.5 times her "base amount" within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). (c) Death or Disability/Incapacity. (i) On death, Executive's estate's sole entitlement will be to (A) base salary for any days worked prior to Executive's death, (B) that portion of Executive's Performance Compensation as provided in paragraph 3(b), plus (C) any amounts payable on account of Executive's death under any insurance or benefit plans or policies maintained by the Company for the benefit of Executive. (ii) On termination for disability or incapacity, Executive's sole entitlement will be to (A) base salary for any days worked prior to the date of termination, (B) that portion of Executive's Performance Compensation, as provided in paragraph 3(b), plus (C) amounts payable on account of disability or incapacity under any insurance or benefit plans or policies maintained by the Company. - 12 -

(d) Discharge for Cause or Resignation Without Good Reason. If Executive is discharged for Cause or Executive resigns without Good Reason, Executive's sole entitlement will be the receipt of base salary for any days worked through the date of termination. 13. Company Property. All advertising, sales, manufacturers' and other materials or articles or information, including without limitation data processing reports, customer sales or sourcing analyses, invoices, price lists or information, samples, or any other materials or data of any kind furnished to Executive by the Company or developed by Executive on behalf of the Company or at the Company's direction or for the Company's use or otherwise in connection with Executive's employment with the Company, are and shall remain the sole and confidential property of the Company; if the Company requests the return of such materials at any time during or at or after the termination of Executive's employment, Executive shall immediately deliver the same to the Company. 14. Prohibited Public Statements. Executive shall not, either during or at any time after the termination of her employment, make any public statement (including a private statement reasonably likely to be repeated publicly) reflecting adversely on the Company and its business prospects, except for such statements which during Executive's employment she may be required to make in the ordinary course of her service as President and Chief Executive Officer. 15. Noncompetition, Noninterference and Nonsolicitation. (a) During the term of this Agreement and for a period equal to the greater of (x) two (2) years following termination of employment for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the termination or (y) the period during which Executive is entitled to receive any payment under paragraph 12 of this Agreement, Executive shall not directly or indirectly: - 13 -

(d) Discharge for Cause or Resignation Without Good Reason. If Executive is discharged for Cause or Executive resigns without Good Reason, Executive's sole entitlement will be the receipt of base salary for any days worked through the date of termination. 13. Company Property. All advertising, sales, manufacturers' and other materials or articles or information, including without limitation data processing reports, customer sales or sourcing analyses, invoices, price lists or information, samples, or any other materials or data of any kind furnished to Executive by the Company or developed by Executive on behalf of the Company or at the Company's direction or for the Company's use or otherwise in connection with Executive's employment with the Company, are and shall remain the sole and confidential property of the Company; if the Company requests the return of such materials at any time during or at or after the termination of Executive's employment, Executive shall immediately deliver the same to the Company. 14. Prohibited Public Statements. Executive shall not, either during or at any time after the termination of her employment, make any public statement (including a private statement reasonably likely to be repeated publicly) reflecting adversely on the Company and its business prospects, except for such statements which during Executive's employment she may be required to make in the ordinary course of her service as President and Chief Executive Officer. 15. Noncompetition, Noninterference and Nonsolicitation. (a) During the term of this Agreement and for a period equal to the greater of (x) two (2) years following termination of employment for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the termination or (y) the period during which Executive is entitled to receive any payment under paragraph 12 of this Agreement, Executive shall not directly or indirectly: - 13 -

(i) solicit, induce or encourage any customer, employee, consultant, independent contractor or supplier of the Company to cease to do business with or to be employed by the Company; or (ii) engage in (as a principal, partner, director, officer, agent, employee, consultant, owner, independent contractor or otherwise) or be financially interested in any business which is in competition with the Company. For purposes hereof, only K-Mart, Target Stores, J.C. Penney, Sears Roebuck and Company, The Limited, May Stores, Dayton Hudson Stores, Federated Stores, Walmart Stores, or any affiliate or successor of any of the foregoing, or any national or regional specialty chain principally offering women's clothing similar to the clothing offered by the Company shall be deemed to be in competition with the Company. (b) During her employment with the Company and at all times thereafter, Executive shall not use for her personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in paragraph 13 above or any information regarding the business methods, policies, procedures, strategies or techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of employees, customers or suppliers or any data on or relating to past, present or prospective customers or suppliers or any other confidential information relating to or dealing with the business operations or activities of the Company, made known to Executive or learned or acquired by Executive while in the employ of the Company. (c) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, during her employment with the Company, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now - 14 -

(i) solicit, induce or encourage any customer, employee, consultant, independent contractor or supplier of the Company to cease to do business with or to be employed by the Company; or (ii) engage in (as a principal, partner, director, officer, agent, employee, consultant, owner, independent contractor or otherwise) or be financially interested in any business which is in competition with the Company. For purposes hereof, only K-Mart, Target Stores, J.C. Penney, Sears Roebuck and Company, The Limited, May Stores, Dayton Hudson Stores, Federated Stores, Walmart Stores, or any affiliate or successor of any of the foregoing, or any national or regional specialty chain principally offering women's clothing similar to the clothing offered by the Company shall be deemed to be in competition with the Company. (b) During her employment with the Company and at all times thereafter, Executive shall not use for her personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company other than the Company, any material referred to in paragraph 13 above or any information regarding the business methods, policies, procedures, strategies or techniques, research or development projects or results, trade secrets, or other knowledge or processes of or developed by the Company or any names and addresses of employees, customers or suppliers or any data on or relating to past, present or prospective customers or suppliers or any other confidential information relating to or dealing with the business operations or activities of the Company, made known to Executive or learned or acquired by Executive while in the employ of the Company. (c) Any and all writings, inventions, improvements, processes, procedures and/or techniques which Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, during her employment with the Company, whether during working hours or at any other time and whether at the request or upon the suggestion of the Company or otherwise, which relate to or are useful in connection with any business now - 14 -

or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company. Executive shall make full disclosure to the Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in the Company. Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist the Company so that the Company can prepare and present applications for copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. (e) Executive agrees that if any portion of the foregoing covenants, or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected and the remaining covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof or the scope thereof, Executive agrees that the court making such determination shall have the power to reduce the area and/or the duration and/or limit the scope thereof, and the covenant shall then be enforceable in its reduced form as is adjudged to be reasonable by the court. If Executive violates any of the restrictions contained in the foregoing subparagraph (a), the restrictive period shall not run in favor of Executive from the time of the commencement of any such violation until such time as such violation shall be cured by Employee to the satisfaction of the Company. - 15 -

(f) The provision of paragraphs 13 through 15 shall survive the termination of Executive's employment as well as the expiration of this Agreement at the end of its original or any renewal term or at any time prior thereto.

or hereafter carried on or contemplated by the Company, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company. Executive shall make full disclosure to the Company of all such writings, inventions, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in the Company. Executive shall write and prepare all specifications and procedures regarding such inventions, improvements, processes, procedures and techniques and otherwise aid and assist the Company so that the Company can prepare and present applications for copyright or Letters Patent therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques. (e) Executive agrees that if any portion of the foregoing covenants, or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected and the remaining covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof or the scope thereof, Executive agrees that the court making such determination shall have the power to reduce the area and/or the duration and/or limit the scope thereof, and the covenant shall then be enforceable in its reduced form as is adjudged to be reasonable by the court. If Executive violates any of the restrictions contained in the foregoing subparagraph (a), the restrictive period shall not run in favor of Executive from the time of the commencement of any such violation until such time as such violation shall be cured by Employee to the satisfaction of the Company. - 15 -

(f) The provision of paragraphs 13 through 15 shall survive the termination of Executive's employment as well as the expiration of this Agreement at the end of its original or any renewal term or at any time prior thereto. (g) For purposes of paragraphs 13 through 15 of this Agreement, the term "Company" shall include not only Charming Shoppes, Inc., but also any of its subsidiaries or successors. 16. Specific Performance. Executive acknowledges that the obligations undertaken by her pursuant to this Agreement are unique and that the Company will likely have no adequate remedy at law if Executive shall fail to perform any of her obligations hereunder. Executive therefore confirms that the Company's right to specific performance of the terms of this Agreement is essential to protect the rights and interests of the Company. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by Executive and the Company shall have the right to obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by Executive. 17. Taxes. (a) All payments to be made to Executive under this Agreement will be subject to required withholding of federal, state and local income and employment taxes and any other items required to be withheld therefrom. (b) Notwithstanding any other provision of this Agreement, if any of the payments provided for in this Agreement, together with any other payments which Executive has the right to receive from the Company or any corporation which is a member of an "affiliated group" (as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code") without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a "parachute payment" (as defined in - 16 -

Section 280G(b)(2) of the Code), payments pursuant to this Agreement shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code

(f) The provision of paragraphs 13 through 15 shall survive the termination of Executive's employment as well as the expiration of this Agreement at the end of its original or any renewal term or at any time prior thereto. (g) For purposes of paragraphs 13 through 15 of this Agreement, the term "Company" shall include not only Charming Shoppes, Inc., but also any of its subsidiaries or successors. 16. Specific Performance. Executive acknowledges that the obligations undertaken by her pursuant to this Agreement are unique and that the Company will likely have no adequate remedy at law if Executive shall fail to perform any of her obligations hereunder. Executive therefore confirms that the Company's right to specific performance of the terms of this Agreement is essential to protect the rights and interests of the Company. Accordingly, in addition to any other remedies that the Company may have at law or in equity, the Company shall have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically performed by Executive and the Company shall have the right to obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by Executive. 17. Taxes. (a) All payments to be made to Executive under this Agreement will be subject to required withholding of federal, state and local income and employment taxes and any other items required to be withheld therefrom. (b) Notwithstanding any other provision of this Agreement, if any of the payments provided for in this Agreement, together with any other payments which Executive has the right to receive from the Company or any corporation which is a member of an "affiliated group" (as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code") without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a "parachute payment" (as defined in - 16 -

Section 280G(b)(2) of the Code), payments pursuant to this Agreement shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code and the determination of which such payments are to be reduced shall be made by the Company in its sole discretion. 18. Letter of Credit. Promptly after the execution of this Agreement and subject to any necessary waivers or approvals of the Company's lenders, the parties shall in good faith proceed to carry out the following steps: (a) The Company shall obtain a one-year renewable Letter of Credit ("LC") issued by a bank chosen by the Company, having a face amount of $2,500,000, and payable to a fiduciary to be agreed upon by the parties. (b) The LC shall provide that if it is not renewed at least ten days prior to its expiration, it may be presented for payment by the fiduciary and the fiduciary shall retain the proceeds until it would otherwise be required to make a payment to Executive pursuant to clause (f) as if it had to present the LC at the time of payment. (c) The LC shall be secured by any financial instrument, including cash, acceptable to the issuing bank. (d) Executive will have a security interest in the LC, LC proceeds and the Trust Agreement specified below to secure the obligations of the Company to Executive under this Agreement. (e) The Company, Executive and the fiduciary shall enter into an agreement ("Trust Agreement") providing that prior to the presentation of the LC: (i) Executive shall make a demand upon fiduciary to present the LC to the bank, which demand shall be accompanied by a statement that any of the following events have occurred: - 17 -

Section 280G(b)(2) of the Code), payments pursuant to this Agreement shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code and the determination of which such payments are to be reduced shall be made by the Company in its sole discretion. 18. Letter of Credit. Promptly after the execution of this Agreement and subject to any necessary waivers or approvals of the Company's lenders, the parties shall in good faith proceed to carry out the following steps: (a) The Company shall obtain a one-year renewable Letter of Credit ("LC") issued by a bank chosen by the Company, having a face amount of $2,500,000, and payable to a fiduciary to be agreed upon by the parties. (b) The LC shall provide that if it is not renewed at least ten days prior to its expiration, it may be presented for payment by the fiduciary and the fiduciary shall retain the proceeds until it would otherwise be required to make a payment to Executive pursuant to clause (f) as if it had to present the LC at the time of payment. (c) The LC shall be secured by any financial instrument, including cash, acceptable to the issuing bank. (d) Executive will have a security interest in the LC, LC proceeds and the Trust Agreement specified below to secure the obligations of the Company to Executive under this Agreement. (e) The Company, Executive and the fiduciary shall enter into an agreement ("Trust Agreement") providing that prior to the presentation of the LC: (i) Executive shall make a demand upon fiduciary to present the LC to the bank, which demand shall be accompanied by a statement that any of the following events have occurred: - 17 -

(A) (1) Executive has been terminated without Cause; or (2) Executive has resigned for Good Reason, and the Company has failed to make any payment due to Executive which failure has persisted for 10 days after written notice thereof; or (B) the Company has been the subject of a voluntary or involuntary proceeding under the United States Bankruptcy Code; (ii) the fiduciary shall give Company 10 days written notice prior to the presentation of the LC; and (iii) if during such 10-day period the Company has not served notice upon the fiduciary that it objects to such presentation, the fiduciary shall present the LC for payment. If the Company serves notice of objection, the fiduciary shall not make the presentation until (A) it receives written notice signed by the Company and Executive that they agree that the presentation shall be made or (B) it receives a copy of an award in arbitration or by court of competent jurisdiction that it is to make such presentation. (f) The Trust Agreement will also provide that the fiduciary's only obligation, after presentation of the LC as aforesaid, shall be to hold the LC proceeds and to pay the LC proceeds (or such lesser amount as Executive shall demand from time to time) to Executive as and when payment would be due under this Agreement. (g) The Trust Agreement shall contain such other terms as are reasonable and appropriate to give effect to the intent of this paragraph. 19. Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of Executive's employment or the termination of that employment shall, to the fullest extent permitted by law, be settled by arbitration in any forum agreed upon by the parties or, in the absence of such an agreement, - 18 -

(A) (1) Executive has been terminated without Cause; or (2) Executive has resigned for Good Reason, and the Company has failed to make any payment due to Executive which failure has persisted for 10 days after written notice thereof; or (B) the Company has been the subject of a voluntary or involuntary proceeding under the United States Bankruptcy Code; (ii) the fiduciary shall give Company 10 days written notice prior to the presentation of the LC; and (iii) if during such 10-day period the Company has not served notice upon the fiduciary that it objects to such presentation, the fiduciary shall present the LC for payment. If the Company serves notice of objection, the fiduciary shall not make the presentation until (A) it receives written notice signed by the Company and Executive that they agree that the presentation shall be made or (B) it receives a copy of an award in arbitration or by court of competent jurisdiction that it is to make such presentation. (f) The Trust Agreement will also provide that the fiduciary's only obligation, after presentation of the LC as aforesaid, shall be to hold the LC proceeds and to pay the LC proceeds (or such lesser amount as Executive shall demand from time to time) to Executive as and when payment would be due under this Agreement. (g) The Trust Agreement shall contain such other terms as are reasonable and appropriate to give effect to the intent of this paragraph. 19. Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of Executive's employment or the termination of that employment shall, to the fullest extent permitted by law, be settled by arbitration in any forum agreed upon by the parties or, in the absence of such an agreement, - 18 -

under the auspices of the American Arbitration Association ("AAA") in Philadelphia, Pennsylvania in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. The arbitration panel shall consist of persons experienced in business affairs, including at least one person experienced in retail business affairs. The award rendered by the arbitrator shall include a statement of the findings of fact and the conclusions of law which serve as the basis for the award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, this provision shall not preclude the Company from pursuing a court action for the purpose of enforcing paragraph 15 hereof, including obtaining a temporary restraining order or a preliminary or permanent injunction in circumstances in which such relief is appropriate or damages. In the event that the arbitration relates principally to Executive's termination for Cause, the arbitrators shall award counsel fees and costs to Executive if she prevails. 20. Miscellaneous. (a) Integration: Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior understandings and agreements between the parties with respect to the matters set forth herein. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties. (b) Assignment. This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder. This Agreement and all of the provisions herein shall be binding upon and inure to the benefit of, the parties hereto and their successors (including successors by merger, consolidation or similar transactions), permitted assigns, personal representatives, heirs, executors and administrators. - 19 -

under the auspices of the American Arbitration Association ("AAA") in Philadelphia, Pennsylvania in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. The arbitration panel shall consist of persons experienced in business affairs, including at least one person experienced in retail business affairs. The award rendered by the arbitrator shall include a statement of the findings of fact and the conclusions of law which serve as the basis for the award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, this provision shall not preclude the Company from pursuing a court action for the purpose of enforcing paragraph 15 hereof, including obtaining a temporary restraining order or a preliminary or permanent injunction in circumstances in which such relief is appropriate or damages. In the event that the arbitration relates principally to Executive's termination for Cause, the arbitrators shall award counsel fees and costs to Executive if she prevails. 20. Miscellaneous. (a) Integration: Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters set forth herein and supersedes and renders of no force and effect all prior understandings and agreements between the parties with respect to the matters set forth herein. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties. (b) Assignment. This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder. This Agreement and all of the provisions herein shall be binding upon and inure to the benefit of, the parties hereto and their successors (including successors by merger, consolidation or similar transactions), permitted assigns, personal representatives, heirs, executors and administrators. - 19 -

(c) Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under applicable law or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited, or invalid, but the remainder of this Agreement shall not be invalid and shall be given full force and effect so far as possible. (d) Waivers. The failure or delay of any party at any time to require performance by the other party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power, or remedy hereunder, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power, or remedy under this Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances. (e) Power and Authority. (i) The Company represents and warrants to Executive that it has the requisite power to enter into this Agreement and perform the terms hereof; and that the execution, delivery and performance of this Agreement by it has been duly authorized by all appropriate action; and this Agreement represents the valid and legally binding obligation of the Company and is enforceable against it in accordance with its terms. (ii) Executive represents and warrants to the Company that she has full power to enter into this Agreement and perform her duties hereunder; that the execution and delivery of this Agreement and her performance of her duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which she is a party or by which she may be bound; and this Agreement represents the valid and legally binding obligation of Executive and is enforceable against her in accordance with its terms. - 20 -

(f) Burden and Benefit: Survival. This Agreement shall be binding upon and inure to the benefit of the parties

(c) Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under applicable law or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited, or invalid, but the remainder of this Agreement shall not be invalid and shall be given full force and effect so far as possible. (d) Waivers. The failure or delay of any party at any time to require performance by the other party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power, or remedy hereunder, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power, or remedy under this Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances. (e) Power and Authority. (i) The Company represents and warrants to Executive that it has the requisite power to enter into this Agreement and perform the terms hereof; and that the execution, delivery and performance of this Agreement by it has been duly authorized by all appropriate action; and this Agreement represents the valid and legally binding obligation of the Company and is enforceable against it in accordance with its terms. (ii) Executive represents and warrants to the Company that she has full power to enter into this Agreement and perform her duties hereunder; that the execution and delivery of this Agreement and her performance of her duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, oral or written, to which she is a party or by which she may be bound; and this Agreement represents the valid and legally binding obligation of Executive and is enforceable against her in accordance with its terms. - 20 -

(f) Burden and Benefit: Survival. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, personal and legal representatives, successors and, subject to paragraph 18(b) above, assigns. In addition to, and not in limitation of anything contained in this Agreement, it is expressly understood and agreed that the Company's obligation to pay termination compensation set forth herein and the provisions of paragraphs 13 through 17 shall survive any termination of this Agreement. (g) Governing Law: Headings. This Agreement and its construction, performance, and enforceability shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. Headings and titles herein are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. (h) Notices. All notices called for under this Agreement shall be in writing and shall be deemed given upon receipt if delivered personally or by facsimile transmission and followed promptly by mail, or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof): If to Executive: Dorrit J. Bern 100 Lois Lane Barrington, Illinois 60010 with a copy to: David A. Rosen, Esquire Holtzmann, Wise & Shepard 1271 Avenue of the Americas New York, NY 10020

(f) Burden and Benefit: Survival. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, personal and legal representatives, successors and, subject to paragraph 18(b) above, assigns. In addition to, and not in limitation of anything contained in this Agreement, it is expressly understood and agreed that the Company's obligation to pay termination compensation set forth herein and the provisions of paragraphs 13 through 17 shall survive any termination of this Agreement. (g) Governing Law: Headings. This Agreement and its construction, performance, and enforceability shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. Headings and titles herein are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. (h) Notices. All notices called for under this Agreement shall be in writing and shall be deemed given upon receipt if delivered personally or by facsimile transmission and followed promptly by mail, or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof): If to Executive: Dorrit J. Bern 100 Lois Lane Barrington, Illinois 60010 with a copy to: David A. Rosen, Esquire Holtzmann, Wise & Shepard 1271 Avenue of the Americas New York, NY 10020 Telecopy: 212-554-8181 - 21 -

If to the Company: Charming Shoppes, Inc. 450 Winks Lane Bensalem, PA 19020 Telecopy: 215-638-6648 Attention: Chairman of the Board with a copy to: Charming Shoppes, Inc. 450 Winks Lane Bensalem, PA 19020 Telecopy: 215-638-6648 Attention: General Counsel or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to the other in the manner provided in this paragraph 18(h) for the service of notices. Any notice delivered to the party hereto to whom it is addressed shall be deemed to have been given and received on the day it was received; provided, however, that if such day is not a business day then the notice shall be deemed to have been given and received on the business day next following such day. (i) Counterparts. This Agreement may be executed in one or more counterparts and by facsimile, each of which counterparts and/or facsimiles shall be deemed to be an original, and all such counterparts and facsimiles shall

If to the Company: Charming Shoppes, Inc. 450 Winks Lane Bensalem, PA 19020 Telecopy: 215-638-6648 Attention: Chairman of the Board with a copy to: Charming Shoppes, Inc. 450 Winks Lane Bensalem, PA 19020 Telecopy: 215-638-6648 Attention: General Counsel or to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, to the other in the manner provided in this paragraph 18(h) for the service of notices. Any notice delivered to the party hereto to whom it is addressed shall be deemed to have been given and received on the day it was received; provided, however, that if such day is not a business day then the notice shall be deemed to have been given and received on the business day next following such day. (i) Counterparts. This Agreement may be executed in one or more counterparts and by facsimile, each of which counterparts and/or facsimiles shall be deemed to be an original, and all such counterparts and facsimiles shall constitute one and the same instrument. (j) Expenses. The Company agrees to pay all legal fees and expenses which Executive incurs in connection with the negotiation of this Agreement. (k) Inconsistent Documents. If any provision of this Agreement would conflict with any policy, procedure, manual, - 22 -

program, practice or other Company document (collectively "Plan") which would otherwise apply to Executive (including, without limitation, the provisions of any compensation, bonus, option or severance Plan) then the provisions of this Agreement shall apply and shall supersede any such Plan. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
ATTEST: CHARMING SHOPPES, INC.

By: - ---------------------------------------------------------Philip Wachs, Chairman

WITNESS: Dorrit J. Bern - 23 -

program, practice or other Company document (collectively "Plan") which would otherwise apply to Executive (including, without limitation, the provisions of any compensation, bonus, option or severance Plan) then the provisions of this Agreement shall apply and shall supersede any such Plan. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
ATTEST: CHARMING SHOPPES, INC.

By: - ---------------------------------------------------------Philip Wachs, Chairman

WITNESS: Dorrit J. Bern - 23 -

EXHIBIT 10.2.16 CHARMING SHOPPES, INC. 1993 EMPLOYEES' STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT Agreement dated as of August 23, 1995 between CHARMING SHOPPES, INC. (the "Company") and DORRIT J. BERN (the "Employee"). It is agreed as follows: 1. GRANT OF OPTION; CONSIDERATION The Company hereby confirms the grant, under and pursuant to the Company's 1993 Employees' Stock Incentive Plan (the "Plan"), to the Employee on August 23, 1995 of a stock option to purchase up to 1,000,000 shares of the Company's common stock, par value $.10 per share (the "Shares"), at an exercise price of four dollars and sixty-two and one-half cents ($4.625) per share (the "Option"). The Option granted hereunder is intended to constitute a nonqualified stock option. The Employee shall be required to pay no consideration for the grant of the Option except for her agreement to provide services to the Company prior to exercise and other agreements set forth herein. 2. INCORPORATION OF PLAN BY REFERENCE The Option has been granted to the Employee under the Plan, a copy of which is attached hereto. All of the terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Employee Stock Option Agreement (the "Agreement"). Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. 3. DATE WHEN EXERCISABLE (a) This Option may not be exercised unless and only to the extent that it has become exercisable as specified in this Agreement. Subject to acceleration as provided in Sections 7 and 8 below, limitations on exercisability imposed in Section 8 below, and all other terms and conditions of this Agreement, this Option shall become exercisable as follows: The Employee may purchase up to one-fifth of the total number of shares granted

EXHIBIT 10.2.16 CHARMING SHOPPES, INC. 1993 EMPLOYEES' STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT Agreement dated as of August 23, 1995 between CHARMING SHOPPES, INC. (the "Company") and DORRIT J. BERN (the "Employee"). It is agreed as follows: 1. GRANT OF OPTION; CONSIDERATION The Company hereby confirms the grant, under and pursuant to the Company's 1993 Employees' Stock Incentive Plan (the "Plan"), to the Employee on August 23, 1995 of a stock option to purchase up to 1,000,000 shares of the Company's common stock, par value $.10 per share (the "Shares"), at an exercise price of four dollars and sixty-two and one-half cents ($4.625) per share (the "Option"). The Option granted hereunder is intended to constitute a nonqualified stock option. The Employee shall be required to pay no consideration for the grant of the Option except for her agreement to provide services to the Company prior to exercise and other agreements set forth herein. 2. INCORPORATION OF PLAN BY REFERENCE The Option has been granted to the Employee under the Plan, a copy of which is attached hereto. All of the terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Employee Stock Option Agreement (the "Agreement"). Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. 3. DATE WHEN EXERCISABLE (a) This Option may not be exercised unless and only to the extent that it has become exercisable as specified in this Agreement. Subject to acceleration as provided in Sections 7 and 8 below, limitations on exercisability imposed in Section 8 below, and all other terms and conditions of this Agreement, this Option shall become exercisable as follows: The Employee may purchase up to one-fifth of the total number of shares granted hereunder commencing on August 23, 1996, an additional one-fifth commencing on August 23, 1997, an additional one-fifth commencing on August 23, 1998, an additional one-fifth commencing on August 23, 1999, and the remaining shares granted hereunder commencing on August 23, 2000. Except as otherwise specifically provided herein, the Option to purchase any and all Shares covered by this Agreement shall expire at 5:00 p.m. Eastern Daylight Savings Time on the date ten (10) years after the date of grant of this Option. (b) The number of Shares with respect to which the Option may be exercised shall be cumulative so that if, in any of the aforementioned periods, the full number of Shares shall not have been purchased, any such unpurchased Shares shall continue to be included in the number of Shares with respect to which this Option shall then be exercisable along with any other Shares as to which this Option may become exercisable in accordance with its terms. 4. METHOD OF EXERCISE The Option may be exercised as to any part of the Shares which may then be purchased by delivery to and receipt by the Secretary of the Company at 450 Winks Lane, Bensalem, Pennsylvania 19020, of a written notice, signed by the Employee, specifying the number of Shares which the Employee wishes to purchase and accompanied by payment in full of the exercise price therefor in accordance with Section 5. As soon as practicable after the receipt of such notice and payment, the Company shall deliver to the Employee a stock certificate for the Shares so purchased, with any requisite legend affixed. Subject to the provisions of the Plan, such exercise may include instructions to the Company to deliver Shares due upon exercise of the Option to any registered broker or dealer designated by the Committee (a "Designated

Broker") in lieu of delivery to the Employee. Such instructions must designate the account into which the Shares are to be deposited. The Employee may tender this notice of exercise, which has been properly executed by the Employee, and the aforementioned delivery instructions to any Designated Broker together with irrevocable instructions to the Designated Broker to promptly deliver to the Company the cash amount of sale or loan proceeds from the Shares sufficient to pay the exercise price, and thereupon the Company may issue Shares and deliver them to such Designated Broker. 5. PAYMENT OF EXERCISE PRICE The exercise price of the Option shall be payable in cash or by certified or bank cashier's check, provided, however, that, in lieu of payment in full in cash or by such check, the exercise price may, with the approval of the Committee, upon written request of the Employee, be paid in full or in part by delivery and transfer to the Company of that number of shares of the Company's common stock otherwise owned by the Employee with an aggregate fair market value (determined in accordance with procedures for valuing shares as set forth in rules and regulations adopted by the Committee and in effect at the time the Employee's notice of exercise is received by the Company) equal to the aggregate exercise price of that number of Shares for which the Option is being exercised or such lesser portion of the aggregate purchase price as may be specified by the Employee (in which case the balance must be paid in cash or by certified or bank cashier's check). 6. TAX WITHHOLDING Whenever Shares are to be delivered upon exercise of the Option, the Company shall be entitled to require as a condition of delivery that the Employee remit or, in appropriate cases, agree to remit when due an amount sufficient to satisfy all federal, state and local withholding tax requirements relating thereto. Subject to the approval of the Committee, the Employee will be entitled to elect to have the Company withhold from the Shares to be delivered upon the exercise of the Option, or to elect to deliver to the Company from shares of the Company's common stock owned separately by the Employee, a sufficient number of such shares to satisfy the Employee's federal, state and local tax obligations relating to the Option exercise (and the Company's withholding obligations), to the extent, if any, permitted under rules and regulations adopted by the Committee and in effect at the time of the exercise of the Option. In such case, the Shares withheld or the shares surrendered will be valued at the fair market value determined in accordance with procedures for valuing shares as set forth in rules and regulations adopted by the Committee and otherwise in effect at the time of the exercise of the Option. 7. CHANGE OF CONTROL PROVISIONS (a) Acceleration of Exercisability. In the event of a Change of Control at a time that the Employee is employed by the Company or any of its subsidiaries, this Option shall become immediately and fully exercisable upon the occurrence of such Change of Control. (b) Definitions of Certain Terms. For purposes of this Agreement, the following definitions shall apply: (1) "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder, except that, for purposes of this Section 7, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (2) "Change of Control" means and shall be deemed to have occurred if (i) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20 percent or more of the total voting power of all the then-outstanding Voting Securities; or

Broker") in lieu of delivery to the Employee. Such instructions must designate the account into which the Shares are to be deposited. The Employee may tender this notice of exercise, which has been properly executed by the Employee, and the aforementioned delivery instructions to any Designated Broker together with irrevocable instructions to the Designated Broker to promptly deliver to the Company the cash amount of sale or loan proceeds from the Shares sufficient to pay the exercise price, and thereupon the Company may issue Shares and deliver them to such Designated Broker. 5. PAYMENT OF EXERCISE PRICE The exercise price of the Option shall be payable in cash or by certified or bank cashier's check, provided, however, that, in lieu of payment in full in cash or by such check, the exercise price may, with the approval of the Committee, upon written request of the Employee, be paid in full or in part by delivery and transfer to the Company of that number of shares of the Company's common stock otherwise owned by the Employee with an aggregate fair market value (determined in accordance with procedures for valuing shares as set forth in rules and regulations adopted by the Committee and in effect at the time the Employee's notice of exercise is received by the Company) equal to the aggregate exercise price of that number of Shares for which the Option is being exercised or such lesser portion of the aggregate purchase price as may be specified by the Employee (in which case the balance must be paid in cash or by certified or bank cashier's check). 6. TAX WITHHOLDING Whenever Shares are to be delivered upon exercise of the Option, the Company shall be entitled to require as a condition of delivery that the Employee remit or, in appropriate cases, agree to remit when due an amount sufficient to satisfy all federal, state and local withholding tax requirements relating thereto. Subject to the approval of the Committee, the Employee will be entitled to elect to have the Company withhold from the Shares to be delivered upon the exercise of the Option, or to elect to deliver to the Company from shares of the Company's common stock owned separately by the Employee, a sufficient number of such shares to satisfy the Employee's federal, state and local tax obligations relating to the Option exercise (and the Company's withholding obligations), to the extent, if any, permitted under rules and regulations adopted by the Committee and in effect at the time of the exercise of the Option. In such case, the Shares withheld or the shares surrendered will be valued at the fair market value determined in accordance with procedures for valuing shares as set forth in rules and regulations adopted by the Committee and otherwise in effect at the time of the exercise of the Option. 7. CHANGE OF CONTROL PROVISIONS (a) Acceleration of Exercisability. In the event of a Change of Control at a time that the Employee is employed by the Company or any of its subsidiaries, this Option shall become immediately and fully exercisable upon the occurrence of such Change of Control. (b) Definitions of Certain Terms. For purposes of this Agreement, the following definitions shall apply: (1) "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder, except that, for purposes of this Section 7, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (2) "Change of Control" means and shall be deemed to have occurred if (i) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20 percent or more of the total voting power of all the then-outstanding Voting Securities; or

(ii) those individuals who as of August 15, 1995 constitute the Board or who thereafter are elected to the Board

(ii) those individuals who as of August 15, 1995 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of August 15, 1995 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (iii) the shareholders of the Company approve a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80 percent of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60 percent of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Committee shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of this Agreement (provided that the Committee shall make no such determination unless the Board shall have determined that such Transaction shall not constitute a Change of Control for purposes of Employee's Employment Agreement with the Company made as of August 22, 1995 (the "Employment Agreement")) and all options then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50 percent of the assets owned by the Company immediately prior to the transaction. (3) "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder. (4) "Related Party" means (i) a majority-owned subsidiary of the Company; or (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (iii) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (iv) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than ten percent of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in Beneficial Ownership in excess of ten percent and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control. (5) "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors. 8. TERMINATION OF EMPLOYMENT (a) This Option shall terminate and no longer be exercisable (except, to the extent, if any, otherwise hereinafter provided) at the earlier of the scheduled expiration date of this Option or the date or dates set forth below:

(1) at the expiration of three months after the voluntary termination of the Employee's employment with the Company or any of its subsidiaries (other than for "Good Reason"), or, if for "Cause", the involuntary termination of the Employee's employment with the Company or any of its subsidiaries, in either case (A) except as may be otherwise provided in Section 8(a)(4) below, during which three-month period this Option shall be exercisable

(1) at the expiration of three months after the voluntary termination of the Employee's employment with the Company or any of its subsidiaries (other than for "Good Reason"), or, if for "Cause", the involuntary termination of the Employee's employment with the Company or any of its subsidiaries, in either case (A) except as may be otherwise provided in Section 8(a)(4) below, during which three-month period this Option shall be exercisable only to the extent that it was exercisable at the date of the Employee's termination of employment, or (B) after a Change of Control, except as may be otherwise provided in Section 8(a)(4) below, during which three-month period this Option shall be exercisable in full; or (2) at the expiration of three months after (A) the voluntary termination of the Employee's employment for "Good Reason" or (B) the involuntary termination of the Employee's employment, other than for reasons of "Cause," death or disability, with the Company or any of its subsidiaries at any time except as may be otherwise provided in Section 8(a)(4) below, during which three-month period this Option shall be exercisable in full; or (3) at the expiration of one year after the Employee's death if the Employee dies while employed by the Company or any of its subsidiaries, during which one-year period this Option shall be exercisable in full; or (4) at the expiration of one year after the Employee's death if the Employee dies during the three-month period referred to in Sections 8(a)(1) or (2) above, during which one-year period this Option shall be exercisable to the same extent provided in Section 8(a)(1) or (2) above (whichever was applicable prior to the Employee's death); or (5) at the expiration of one year after the termination of the Employee's employment with the Company or any of its subsidiaries by reason of the Employee's permanent disability if the Employee becomes permanently disabled while employed by the Company or any of its subsidiaries, during which one-year period this Option shall be exercisable in full. (b) For purposes hereof, "Cause" and "Good Reason" shall have the meanings ascribed to such terms in Employee's Employment Agreement. The Committee shall not make a determination that "Cause" exists unless such determination has been made by the Board of Directors pursuant to the Employment Agreement. (c) For purposes hereof, the existence of a "disability" shall be determined by, or in accordance with criteria and standards adopted by, the Committee. 9. LIMITS ON TRANSFER OF OPTION; BENEFICIARIES No right or interest of a participant in this Option shall be pledged, encumbered or hypothecated to or in favor of any third party or shall be subject to any lien, obligation or liability of the Employee to any third party. This Option shall not be transferable to any third party by the Employee otherwise than by will or the laws of descent and distribution, and this Option shall be exercisable, during the lifetime of the Employee, only by the Employee; provided, however, that the Employee will be entitled to designate a beneficiary or beneficiaries to exercise her rights under this Option upon the death of Employee, in the manner and to the extent permitted by the Committee under rules and regulations adopted by the Committee under the Plan. 10. INVESTMENT REPRESENTATION Unless, at the time of any exercise of this Option, the issuance and delivery of Shares hereunder to the Employee is registered under a then-effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and complies with all applicable registration requirements under state securities laws, the Employee shall provide to the Company, as a condition to the valid exercise of this Option and the delivery of any certificates representing Shares, appropriate evidence, satisfactory in form and substance to the Company, that she is acquiring the Shares for investment and not with a view to the distribution of the Shares or any interest in the Shares, and a representation to the effect that the Employee shall make no sale or other disposition of the Shares unless (i) the Company shall have received an opinion of counsel satisfactory to it in form and substance that such sale or other disposition may be made without registration under the then-applicable provisions of the Securities Act, the related rules and regulations of the Securities and Exchange Commission, and applicable state securities laws and regulations, or (ii) the sale or other disposition of the Shares shall be registered under a currently effective registration statement under the Securities Act and complies with all applicable registration

requirements under state securities laws. The certificates representing the Shares may bear an appropriate legend giving notice of the foregoing restriction on transfer of the Shares, and any other restrictive legend deemed necessary or appropriate by the Committee.

11. EMPLOYEE BOUND BY PLAN The Employee hereby acknowledges receipt of the attached copy of the Plan and agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), and by all decisions and determinations of the Committee thereunder. 12. MISCELLANEOUS This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement and the Employment Agreement constitute the entire agreement between the parties with respect to the Option, and supersedes any prior agreements or documents with respect to the Option. No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation upon the Company or impair the rights of the Employee with respect to the Option shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Employee. CHARMING SHOPPES, INC. BY: Eric M. Specter Vice President and Chief Financial Officer EMPLOYEE: Dorrit J. Bern

EXHIBIT 10.2.17 CHARMING SHOPPES, INC. 1993 EMPLOYEES' STOCK INCENTIVE PLAN RESTRICTED STOCK AND STOCK BONUS AGREEMENT Agreement dated as of March 20, 1996 between CHARMING SHOPPES, INC. (the "Company") and DORRIT J. BERN ("Employee"). It is agreed as follows: 1. GRANT OF RESTRICTED STOCK; CONSIDERATION The Company hereby confirms the grant, under and pursuant to the Company's 1993 Employees' Stock Incentive Plan (the "Plan"), to Employee on March 20, 1996 (the "Date of Grant") of 400,000 shares of the Company's common stock, par value $0.10 per share ("Shares"), consisting of 240,000 Shares granted pursuant to Section 6(d) of the Plan and subject to restrictions as set forth herein and therein ("Restricted Stock") and 160,000 Shares granted pursuant to Section 6(f) of the Plan and subject to the limitation on transfer set forth herein ("Bonus Stock" and, together with the Restricted Stock, the "Stock Award"). Employee shall be required to pay no cash consideration for the grant of the Stock Award, but Employee's prior services to the Company, performance of services to the Company prior to the expiration of applicable restrictions relating to the Stock Award and otherwise during the term of her employment agreement, and her agreement to abide by the terms set forth in the Plan and this Restricted Stock and Bonus Stock Agreement (the "Agreement") shall be deemed to be consideration for the Stock Award. 2. INCORPORATION OF PLAN BY REFERENCE

11. EMPLOYEE BOUND BY PLAN The Employee hereby acknowledges receipt of the attached copy of the Plan and agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), and by all decisions and determinations of the Committee thereunder. 12. MISCELLANEOUS This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement and the Employment Agreement constitute the entire agreement between the parties with respect to the Option, and supersedes any prior agreements or documents with respect to the Option. No amendment, alteration, suspension, discontinuation or termination of this Agreement which may impose any additional obligation upon the Company or impair the rights of the Employee with respect to the Option shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Employee. CHARMING SHOPPES, INC. BY: Eric M. Specter Vice President and Chief Financial Officer EMPLOYEE: Dorrit J. Bern

EXHIBIT 10.2.17 CHARMING SHOPPES, INC. 1993 EMPLOYEES' STOCK INCENTIVE PLAN RESTRICTED STOCK AND STOCK BONUS AGREEMENT Agreement dated as of March 20, 1996 between CHARMING SHOPPES, INC. (the "Company") and DORRIT J. BERN ("Employee"). It is agreed as follows: 1. GRANT OF RESTRICTED STOCK; CONSIDERATION The Company hereby confirms the grant, under and pursuant to the Company's 1993 Employees' Stock Incentive Plan (the "Plan"), to Employee on March 20, 1996 (the "Date of Grant") of 400,000 shares of the Company's common stock, par value $0.10 per share ("Shares"), consisting of 240,000 Shares granted pursuant to Section 6(d) of the Plan and subject to restrictions as set forth herein and therein ("Restricted Stock") and 160,000 Shares granted pursuant to Section 6(f) of the Plan and subject to the limitation on transfer set forth herein ("Bonus Stock" and, together with the Restricted Stock, the "Stock Award"). Employee shall be required to pay no cash consideration for the grant of the Stock Award, but Employee's prior services to the Company, performance of services to the Company prior to the expiration of applicable restrictions relating to the Stock Award and otherwise during the term of her employment agreement, and her agreement to abide by the terms set forth in the Plan and this Restricted Stock and Bonus Stock Agreement (the "Agreement") shall be deemed to be consideration for the Stock Award. 2. INCORPORATION OF PLAN BY REFERENCE The Stock Award has been granted to Employee under the Plan, a copy of which is attached hereto. All of the terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Agreement. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the

EXHIBIT 10.2.17 CHARMING SHOPPES, INC. 1993 EMPLOYEES' STOCK INCENTIVE PLAN RESTRICTED STOCK AND STOCK BONUS AGREEMENT Agreement dated as of March 20, 1996 between CHARMING SHOPPES, INC. (the "Company") and DORRIT J. BERN ("Employee"). It is agreed as follows: 1. GRANT OF RESTRICTED STOCK; CONSIDERATION The Company hereby confirms the grant, under and pursuant to the Company's 1993 Employees' Stock Incentive Plan (the "Plan"), to Employee on March 20, 1996 (the "Date of Grant") of 400,000 shares of the Company's common stock, par value $0.10 per share ("Shares"), consisting of 240,000 Shares granted pursuant to Section 6(d) of the Plan and subject to restrictions as set forth herein and therein ("Restricted Stock") and 160,000 Shares granted pursuant to Section 6(f) of the Plan and subject to the limitation on transfer set forth herein ("Bonus Stock" and, together with the Restricted Stock, the "Stock Award"). Employee shall be required to pay no cash consideration for the grant of the Stock Award, but Employee's prior services to the Company, performance of services to the Company prior to the expiration of applicable restrictions relating to the Stock Award and otherwise during the term of her employment agreement, and her agreement to abide by the terms set forth in the Plan and this Restricted Stock and Bonus Stock Agreement (the "Agreement") shall be deemed to be consideration for the Stock Award. 2. INCORPORATION OF PLAN BY REFERENCE The Stock Award has been granted to Employee under the Plan, a copy of which is attached hereto. All of the terms, conditions and other provisions of the Plan are hereby incorporated by reference into this Agreement. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. THE DATE OF GRANT OF THE STOCK IS MARCH 20, 1996 GRANT NUMBER:________

3. RESTRICTIONS ON RESTRICTED STOCK AND RELATED TERMS (a) Restrictions Generally. Until they expire in accordance with Section 3(b), 3(c), or 6(a), the following restrictions (the "Restrictions") shall apply to the Restricted Stock: (1) Employee shall have no right to sell, transfer, assign, pledge, or otherwise encumber or dispose of the Restricted Stock (except for transfers and forfeitures to the Company); and (2) the Restricted Stock shall be subject to the risk of forfeiture as set forth in Section 3(b). Employee shall be entitled to receive dividends on the Restricted Stock when, as, and if dividends are declared and paid on Shares, shall be entitled to vote Restricted Stock on any matter submitted to a vote of holders of Common Stock, and shall have all other rights of a shareholder of the Company except as otherwise expressly provided under this Section 3. (b) Forfeiture. Unless otherwise determined by the Committee, if Employee's employment terminates and she thereafter is not an employee by the Company or any of its subsidiaries (a "Termination") prior to the expiration of the Restrictions for any reason other than due to death, permanent disability, involuntary termination by the Company for reasons other than "Cause," or voluntary termination by Employee for "Good Reason," the Restricted Stock as to which Restrictions have not previously expired shall be forfeited at the time of such Termination. In the event of a Termination due to death, permanent disability, involuntary termination by the Company for reasons other than "Cause," or a voluntary termination by Employee for "Good Reason," the Restrictions on the Restricted Stock shall expire at the time of such Termination. For purposes of this Agreement, "Cause" and "Good Reason" shall have the meanings ascribed to such terms in the Employment Agreement

3. RESTRICTIONS ON RESTRICTED STOCK AND RELATED TERMS (a) Restrictions Generally. Until they expire in accordance with Section 3(b), 3(c), or 6(a), the following restrictions (the "Restrictions") shall apply to the Restricted Stock: (1) Employee shall have no right to sell, transfer, assign, pledge, or otherwise encumber or dispose of the Restricted Stock (except for transfers and forfeitures to the Company); and (2) the Restricted Stock shall be subject to the risk of forfeiture as set forth in Section 3(b). Employee shall be entitled to receive dividends on the Restricted Stock when, as, and if dividends are declared and paid on Shares, shall be entitled to vote Restricted Stock on any matter submitted to a vote of holders of Common Stock, and shall have all other rights of a shareholder of the Company except as otherwise expressly provided under this Section 3. (b) Forfeiture. Unless otherwise determined by the Committee, if Employee's employment terminates and she thereafter is not an employee by the Company or any of its subsidiaries (a "Termination") prior to the expiration of the Restrictions for any reason other than due to death, permanent disability, involuntary termination by the Company for reasons other than "Cause," or voluntary termination by Employee for "Good Reason," the Restricted Stock as to which Restrictions have not previously expired shall be forfeited at the time of such Termination. In the event of a Termination due to death, permanent disability, involuntary termination by the Company for reasons other than "Cause," or a voluntary termination by Employee for "Good Reason," the Restrictions on the Restricted Stock shall expire at the time of such Termination. For purposes of this Agreement, "Cause" and "Good Reason" shall have the meanings ascribed to such terms in the Employment Agreement between Employee and the Company, as in effect at the Date of Grant. The foregoing notwithstanding, the Committee shall independently make any determination that "Cause" exists, but only if the Board of Directors previously has made such determination pursuant to the Employment Agreement. For purposes of this Agreement, the existence of a "permanent disability" shall be determined by, or in accordance with criteria and standards adopted by, the Committee. (c) Expiration of Restrictions. Unless the Restrictions on Restricted Stock expire earlier under Section 3(b) or 6 (a), the Restrictions shall expire as to 60,000 shares of Restricted Stock on each of the third and fourth anniversaries of the Date of Grant and 120,000 shares of Restricted Stock on the fifth anniversary of the Date of Grant. Upon expiration of the Restrictions on any Restricted Stock, the Company shall promptly deliver to Employee one or more certificates representing such Shares (which shall no longer be deemed to be Restricted Stock), with any legend referring to the Restrictions removed from such certificate(s), or shall cause such Shares to be delivered to a broker or bank which maintains an account for Employee or Employee's designee, for deposit to such account. (d) Certificates Representing Restricted Stock. Restricted Stock shall be evidenced by issuance of one or more certificates in the name of Employee, bearing an appropriate legend referring to the terms, conditions, and Restrictions applicable -2-

hereunder, and shall remain in the physical custody of the General Counsel of the Company or his designee until such time as the Restrictions on such shares have expired. In addition, Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the General Counsel of the Company shall deem advisable under federal or state securities laws, rules and regulations thereunder, and the rules of the Nasdaq National Market System or any national securities exchange on which Common Stock is then quoted or listed, or to implement the Restrictions, and the General Counsel may cause a legend or legends to be placed on any such certificates to make appropriate reference to the Restrictions. (e) Stock Powers. Employee agrees to execute and deliver to the Company one or more stock powers, in such form as may be specified by the General Counsel, authorizing the transfer of the Restricted Stock to the Company, at the Date of Grant of the Restricted Stock or upon request at any time thereafter. 4. LIMITATION ON BONUS STOCK AND RELATED TERMS Until the earlier of September 20, 1996 or the time specified in

hereunder, and shall remain in the physical custody of the General Counsel of the Company or his designee until such time as the Restrictions on such shares have expired. In addition, Restricted Stock shall be subject to such stop-transfer orders and other restrictive measures as the General Counsel of the Company shall deem advisable under federal or state securities laws, rules and regulations thereunder, and the rules of the Nasdaq National Market System or any national securities exchange on which Common Stock is then quoted or listed, or to implement the Restrictions, and the General Counsel may cause a legend or legends to be placed on any such certificates to make appropriate reference to the Restrictions. (e) Stock Powers. Employee agrees to execute and deliver to the Company one or more stock powers, in such form as may be specified by the General Counsel, authorizing the transfer of the Restricted Stock to the Company, at the Date of Grant of the Restricted Stock or upon request at any time thereafter. 4. LIMITATION ON BONUS STOCK AND RELATED TERMS Until the earlier of September 20, 1996 or the time specified in Section 6(a), the following limitation shall apply to the Bonus Stock: Employee shall have no right to sell, transfer, assign, pledge, or otherwise encumber or dispose of the Bonus Stock (except for transfers and forfeitures to the Company), unless such transaction, in the opinion of the General Counsel of the Company, should not result in short-swing profit liability under Section 16(b) of the Exchange Act, considering the grant of the Stock Award and any other earlier transaction by Employee. Employee shall be entitled to receive dividends on the Bonus Stock when, as, and if dividends are declared and paid on Shares, shall be entitled to vote Bonus Stock on any matter submitted to a vote of holders of Common Stock, and shall have all other rights of a shareholder of the Company except as otherwise expressly provided under this Section 3. Prior to the expiration of the limitation set forth in this Section 4, the General Counsel may retain the certificate or certificates representing the Bonus Stock, but such certificate or certificates shall be delivered to Employee, free of any restrictive legend, not later than the time at which the limitation expires. 5. TAX WITHHOLDING Employee agrees to remit to the Company and any subsidiary, and authorizes the Company and any subsidiary to deduct from any payment to be made to Employee hereunder if such remittance has not been made, any amount that federal, state, local, or foreign tax law requires to be withheld with respect to the grant of Restricted Stock or Bonus Stock or delivery of Shares hereunder. At the election of the Committee, the Company may withhold from the number of Shares to be delivered upon expiration of Restrictions on Restricted Stock a number of whole shares up to but not exceeding that -3-

number which has a Fair Market Value nearest to but not exceeding the amount of taxes required to be withheld with respect to such expiration of Restrictions; provided, however, no such withholding shall be permitted if Employee elects to be taxed on the grant of Restricted Stock, under Section 83(b) of the Code, prior to expiration of Restrictions. 6. CHANGE OF CONTROL PROVISIONS (a) Acceleration of Expiration of Restrictions. In the event of a Change of Control at any time after the date of grant of the Restricted Stock, the Restrictions on the Restricted Stock and limitations on the Bonus Stock shall immediately expire. (b) Definitions of Certain Terms. For purposes of this Agreement, the following definitions shall apply: (1) "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Exchange Act and the rules thereunder, except that, for purposes of this Section 6, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options, or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined.

number which has a Fair Market Value nearest to but not exceeding the amount of taxes required to be withheld with respect to such expiration of Restrictions; provided, however, no such withholding shall be permitted if Employee elects to be taxed on the grant of Restricted Stock, under Section 83(b) of the Code, prior to expiration of Restrictions. 6. CHANGE OF CONTROL PROVISIONS (a) Acceleration of Expiration of Restrictions. In the event of a Change of Control at any time after the date of grant of the Restricted Stock, the Restrictions on the Restricted Stock and limitations on the Bonus Stock shall immediately expire. (b) Definitions of Certain Terms. For purposes of this Agreement, the following definitions shall apply: (1) "Beneficial Owner," "Beneficially Owns," and "Beneficial Ownership" shall have the meanings ascribed to such terms for purposes of Section 13(d) of the Exchange Act and the rules thereunder, except that, for purposes of this Section 6, "Beneficial Ownership" (and the related terms) shall include Voting Securities that a Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants, options, or otherwise, regardless of whether any such right is exercisable within 60 days of the date as of which Beneficial Ownership is to be determined. (2) "Change of Control" means and shall be deemed to have occurred if (i) any Person, other than the Company or a Related Party, acquires directly or indirectly the Beneficial Ownership of any Voting Security of the Company and immediately after such acquisition such Person has, directly or indirectly, the Beneficial Ownership of Voting Securities representing 20 percent or more of the total voting power of all the then-outstanding Voting Securities; or (ii) those individuals who as of March 20, 1996 constitute the Board or who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of March 20, 1996 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; or (iii) the shareholders of the Company approve a merger, consolidation, recapitalization, or reorganization of the Company, a -4-

reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80 percent of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60 percent of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Committee shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of this Agreement (provided that the Committee shall make no such determination unless the Board shall have determined that such Transaction shall not constitute a Change of Control for purposes of Employee's Employment Agreement with the Company made as of August 22, 1995) and all other Awards then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such

reverse stock split of outstanding Voting Securities, or an acquisition of securities or assets by the Company (a "Transaction"), or consummation of such a Transaction if shareholder approval is not obtained, other than a Transaction which would result in the holders of Voting Securities having at least 80 percent of the total voting power represented by the Voting Securities outstanding immediately prior thereto continuing to hold Voting Securities or voting securities of the surviving entity having at least 60 percent of the total voting power represented by the Voting Securities or the voting securities of such surviving entity outstanding immediately after such Transaction and in or as a result of which the voting rights of each Voting Security relative to the voting rights of all other Voting Securities are not altered; provided, however, a Change of Control shall not be deemed to have occurred if the Committee shall have determined, by action taken prior to the approval of the Transaction by shareholders or consummation of the Transaction if shareholder approval is not obtained, that such Transaction shall not constitute a Change of Control for purposes of this Agreement (provided that the Committee shall make no such determination unless the Board shall have determined that such Transaction shall not constitute a Change of Control for purposes of Employee's Employment Agreement with the Company made as of August 22, 1995) and all other Awards then outstanding under the Plan, which determination, if made with respect to a Transaction, shall not be deemed to constitute a determination with respect to any subsequent Transaction; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets other than any such transaction which would result in Related Parties owning or acquiring more than 50 percent of the assets owned by the Company immediately prior to the transaction. (3) "Person" shall have the meaning ascribed for purposes of Section 13(d) of the Exchange Act and the rules thereunder. (4) "Related Party" means (i) a majority-owned subsidiary of the Company; or (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned subsidiary of the Company; or (iii) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as their ownership of Voting Securities; or (iv) if, prior to any acquisition of a Voting Security which would result in any Person Beneficially Owning more than ten percent of any outstanding class of Voting Security and which would be required to be reported on a Schedule 13D or an amendment thereto, the Board approved the initial transaction giving rise to an increase in -5-

Beneficial Ownership in excess of ten percent and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control. (5) "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors. 7. EMPLOYEE BOUND BY PLAN Employee hereby acknowledges receipt of the attached copy of the Plan and agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), and by all decisions and determinations of the Committee thereunder. 8. MISCELLANEOUS This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Stock Award, and supersedes any prior agreements or documents with respect to the Stock Award. No amendment, alteration, suspension, discontinuation, or termination of this Agreement which may impose any additional obligation upon the Company or materially impair the rights of Employee with respect to the Stock Award shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written

Beneficial Ownership in excess of ten percent and any subsequent transaction giving rise to any further increase in Beneficial Ownership; provided, however, that such Person has not, prior to obtaining Board approval of any such transaction, publicly announced an intention to take actions which, if consummated or successful (at a time such Person has not been deemed a "Related Party"), would constitute a Change of Control. (5) "Voting Securities" means any securities of the Company which carry the right to vote generally in the election of directors. 7. EMPLOYEE BOUND BY PLAN Employee hereby acknowledges receipt of the attached copy of the Plan and agrees to be bound by all the terms and provisions thereof (as presently in effect or hereafter amended), and by all decisions and determinations of the Committee thereunder. 8. MISCELLANEOUS This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Stock Award, and supersedes any prior agreements or documents with respect to the Stock Award. No amendment, alteration, suspension, discontinuation, or termination of this Agreement which may impose any additional obligation upon the Company or materially impair the rights of Employee with respect to the Stock Award shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by Employee. CHARMING SHOPPES, INC. BY: Eric M. Specter Vice President and Chief Financial Officer EMPLOYEE: Dorrit J. Bern (3-96) -6-

STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Charming Shoppes, Inc. ____________________ shares of Common Stock, $0.10 par value per share, of Charming Shoppes, Inc., a Pennsylvania corporation (the "Corporation"), registered in the name of the undersigned on the books and records of the Corporation, and does hereby irrevocably constitute and appoint Colin D. Stern and Anthony A. DeSabato, and each of them, attorneys, to transfer the Common Stock on the books of the Corporation, with full power of substitution in the premises. Signed (Signature should be in exact form as on Stock certificate) Date

EXHIBIT 10.2.18

STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Charming Shoppes, Inc. ____________________ shares of Common Stock, $0.10 par value per share, of Charming Shoppes, Inc., a Pennsylvania corporation (the "Corporation"), registered in the name of the undersigned on the books and records of the Corporation, and does hereby irrevocably constitute and appoint Colin D. Stern and Anthony A. DeSabato, and each of them, attorneys, to transfer the Common Stock on the books of the Corporation, with full power of substitution in the premises. Signed (Signature should be in exact form as on Stock certificate) Date

EXHIBIT 10.2.18 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into this 7th day of December, 1995 by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc and its subsidiaries are referred to collectively as the "Company") and Mordechai Kafry (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have decided to terminate the employment relationship between the Employee and the Company no later than March 1, 1996 and whereas Employee has resigned as a Director of the Company effective November 27, 1995 and whereas the Company and Employee have decided that the Company will remove Employee from the position of Executive Vice President - Merchandise Procurement no later than March 1, 1996; and WHEREAS, the parties hereto are desirous of amicably resolving and settling any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or termination of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or termination; NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the sufficiency of which mutual consideration is hereby acknowledged and which is expressly acknowledged to be in addition to anything of value which Employee is already entitled to receive, the Company and the Employee agree as follows: 1. Neither this settlement nor this Agreement shall constitute or be construed as an adjudication of liability by the Company or by the Employee on the merits of any claims, allegations, or disputes by the Employee or any disputes between the Company and the Employee, all liability and wrongdoing being expressly denied by the Company and by the Employee. 2. Neither this settlement nor this Agreement shall in any way be construed as an admission by the Company or by the Employee of any liability whatsoever, nor as an admission by the Employee of any wrongdoing, nor an admission by the Company of any acts of wrongdoing and/or discrimination against the Employee on the part of either the Company or the officers, directors, employees, attorneys, or agents of the Company, such being expressly denied.

KAFRY, PAGE 2 3. The Employee represents that he has not filed any Complaints or Charges of discrimination, breach of contract

EXHIBIT 10.2.18 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into this 7th day of December, 1995 by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc and its subsidiaries are referred to collectively as the "Company") and Mordechai Kafry (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have decided to terminate the employment relationship between the Employee and the Company no later than March 1, 1996 and whereas Employee has resigned as a Director of the Company effective November 27, 1995 and whereas the Company and Employee have decided that the Company will remove Employee from the position of Executive Vice President - Merchandise Procurement no later than March 1, 1996; and WHEREAS, the parties hereto are desirous of amicably resolving and settling any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or termination of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or termination; NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the sufficiency of which mutual consideration is hereby acknowledged and which is expressly acknowledged to be in addition to anything of value which Employee is already entitled to receive, the Company and the Employee agree as follows: 1. Neither this settlement nor this Agreement shall constitute or be construed as an adjudication of liability by the Company or by the Employee on the merits of any claims, allegations, or disputes by the Employee or any disputes between the Company and the Employee, all liability and wrongdoing being expressly denied by the Company and by the Employee. 2. Neither this settlement nor this Agreement shall in any way be construed as an admission by the Company or by the Employee of any liability whatsoever, nor as an admission by the Employee of any wrongdoing, nor an admission by the Company of any acts of wrongdoing and/or discrimination against the Employee on the part of either the Company or the officers, directors, employees, attorneys, or agents of the Company, such being expressly denied.

KAFRY, PAGE 2 3. The Employee represents that he has not filed any Complaints or Charges of discrimination, breach of contract or unjust termination against the Company with any United States local, state, or federal agency or Court, or any non-United States local, state, or national agency, tribunal, or Court, that he will not do so at any time hereafter, and that if any such agency, tribunal, or Court assumes jurisdiction of any Complaint or Charge on behalf of the Employee, he will formally petition such agency, tribunal, or Court to withdraw from the matter, if he initiated such action. 4. As a material inducement to the Company to enter into this Agreement, the Employee, on behalf of himself and his heirs, legatees, representatives, transferees and assigns, A. Does hereby release, remise and forever discharge the Company and all of its affiliated and subsidiary companies, and any of its, or their, past, current or future directors, officers, agents, employees, representatives, successors and assigns in their personal and professional capacities of and (i) from any and all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or of any violation of any United States or foreign, including but not limited to the laws of Hong Kong, federal, state or local law creating a cause of action in an employee, or former employee, or his representative, against his employer, or former employer and

KAFRY, PAGE 2 3. The Employee represents that he has not filed any Complaints or Charges of discrimination, breach of contract or unjust termination against the Company with any United States local, state, or federal agency or Court, or any non-United States local, state, or national agency, tribunal, or Court, that he will not do so at any time hereafter, and that if any such agency, tribunal, or Court assumes jurisdiction of any Complaint or Charge on behalf of the Employee, he will formally petition such agency, tribunal, or Court to withdraw from the matter, if he initiated such action. 4. As a material inducement to the Company to enter into this Agreement, the Employee, on behalf of himself and his heirs, legatees, representatives, transferees and assigns, A. Does hereby release, remise and forever discharge the Company and all of its affiliated and subsidiary companies, and any of its, or their, past, current or future directors, officers, agents, employees, representatives, successors and assigns in their personal and professional capacities of and (i) from any and all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or of any violation of any United States or foreign, including but not limited to the laws of Hong Kong, federal, state or local law creating a cause of action in an employee, or former employee, or his representative, against his employer, or former employer and (ii) from all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions, controversies, grievances, claims and demands, whatsoever, arising out of, or related to Employee's employment with, or agreed upon termination of employment no later than March 1, 1996 from, the Company. Expressly excluded from this release, however, are the following: (i) all obligations required of the Company, and/or its officers, directors, employees, agents, and/or representatives, which are expressly referred to or created by this Agreement; (ii) Employee's right to receive accrued benefits under any employee benefit plan maintained by the Company; and (iii) Employee's rights to be indemnified, defended, and held harmless under any indemnification provision applicable generally to past or present directors and officers of the Company. This release and discharge of the Company is made in exchange for consideration listed below and in addition to anything of value for which Employee is already entitled to receive; and B. Agrees to execute and return to the Executive Vice President - Human Resources the release attached hereto as Exhibit A, upon the agreed upon termination of employment.

KAFRY, PAGE 3 5. The Company shall continue to (and is hereby obligated to) indemnify Employee in each and every situation where the Company is obligated or permitted to make such indemnification pursuant to the relevant portions of the Company's Articles of Incorporation and By-Laws regarding conduct engaged in by Employee in his capacity as an Officer of the Company. 6. In consideration of the promises and obligations contained herein, the parties agree as follows: A. Continuation as Employee, Removal as Officer, Transition Period: From the date hereof until a date to be determined by the Company, such date to be no later than the close of business on Friday, March 1, 1996, Employee will continue as an employee of the Company under the terms and conditions now in effect. Employee will be removed from the position of Executive Vice President and as an Officer of the Company at a time to be determined by the Company, such time to be no later than March 1, 1996. Should the Company remove Employee as an employee prior to March 1, 1996, the Company will continue Employee's compensation and benefits in effect as of the effective date of this Agreement until March 1, 1996. 1. During the transition period, the Company will promptly notify Employee of its plans for future sourcing operation, and any other issues Employee is to address through the transition period; 2. During the transition period, Employee will provide the Company's Chief Executive Officer and Chief Operating Officer with suggestions on operating the sourcing division of the Company with a suggested schedule for implementation;

KAFRY, PAGE 3 5. The Company shall continue to (and is hereby obligated to) indemnify Employee in each and every situation where the Company is obligated or permitted to make such indemnification pursuant to the relevant portions of the Company's Articles of Incorporation and By-Laws regarding conduct engaged in by Employee in his capacity as an Officer of the Company. 6. In consideration of the promises and obligations contained herein, the parties agree as follows: A. Continuation as Employee, Removal as Officer, Transition Period: From the date hereof until a date to be determined by the Company, such date to be no later than the close of business on Friday, March 1, 1996, Employee will continue as an employee of the Company under the terms and conditions now in effect. Employee will be removed from the position of Executive Vice President and as an Officer of the Company at a time to be determined by the Company, such time to be no later than March 1, 1996. Should the Company remove Employee as an employee prior to March 1, 1996, the Company will continue Employee's compensation and benefits in effect as of the effective date of this Agreement until March 1, 1996. 1. During the transition period, the Company will promptly notify Employee of its plans for future sourcing operation, and any other issues Employee is to address through the transition period; 2. During the transition period, Employee will provide the Company's Chief Executive Officer and Chief Operating Officer with suggestions on operating the sourcing division of the Company with a suggested schedule for implementation; 3. During the transition period, Employee will carry out the reasonable directions of the Chief Executive Officer regarding the sourcing division; 4. During the transition period, the Company will appoint up to two Company representatives, not outsearch consultants, to serve as transition representatives; 5. During the transition period, the Company will follow the operating procedures in the sourcing division as of September 1, 1995; 6. Between March 1, 1996 and March 8, 1996 the Company will pay to each of those employees listed on Exhibit B hereof, who remain continuously at work for the Company's subsidiary through March 1, 1996, two months pay at their November 25, 1995 salary; provided, however, that if the Company terminates the employment of any such employee, the employee will nevertheless be paid the aforementioned amount.

KAFRY, PAGE 4 B. Severance and Damages: The Company will pay the Employee as severance the sum of three hundred sixtyfive thousand two hundred dollars ($365,200.00), minus required tax withholdings, and as settlement of disputed claims of pain and suffering, mental anguish and distress, humiliation, injury to reputation, counsel fees and costs of one million four hundred sixty thousand eight hundred dollars ($1,460,800.00) [total payments equal one million eight hundred twenty-six thousand dollars ($1,826,000.00), minus required tax withholdings]. Said sum shall be paid based on the following schedule: 1. within eight (8) days of the effective date of this Agreement - eight hundred eighty-eight thousand dollars ($888,000.00); 2. within eight (8) days of the effective date of this Agreement - fifty thousand dollars ($50,000.00) payable to Raynes, McCarty, Binder, Ross & Mundy; 3. on or before March 31, 1996 - two hundred twenty-two thousand dollars ($222,000.00), minus required tax withholdings;

KAFRY, PAGE 4 B. Severance and Damages: The Company will pay the Employee as severance the sum of three hundred sixtyfive thousand two hundred dollars ($365,200.00), minus required tax withholdings, and as settlement of disputed claims of pain and suffering, mental anguish and distress, humiliation, injury to reputation, counsel fees and costs of one million four hundred sixty thousand eight hundred dollars ($1,460,800.00) [total payments equal one million eight hundred twenty-six thousand dollars ($1,826,000.00), minus required tax withholdings]. Said sum shall be paid based on the following schedule: 1. within eight (8) days of the effective date of this Agreement - eight hundred eighty-eight thousand dollars ($888,000.00); 2. within eight (8) days of the effective date of this Agreement - fifty thousand dollars ($50,000.00) payable to Raynes, McCarty, Binder, Ross & Mundy; 3. on or before March 31, 1996 - two hundred twenty-two thousand dollars ($222,000.00), minus required tax withholdings; 4. on or before June 30, 1996 - two hundred twenty-two thousand dollars ($222,000.00), minus required tax withholdings; 5. on or before September 30, 1996 - two hundred twenty-two thousand dollars ($222,000.00), minus required tax withholdings; 6. on or before December 31, 1996 - two hundred twenty-two thousand dollars ($222,000.00), minus required tax withholdings; C. Health Benefits: The Company will continue to provide health benefits to Employee and his eligible dependents until November 30, 1998 as if he were actively employed during that period. D. Life Insurance: The Company shall continue in effect Employee's Split Dollar Life Insurance coverage pursuant to Manufacturer's Life Insurance Company (policy nos. 3778285-1 and 4023012-0), hereafter "Split Dollar Insurance", so as to provide the coverage provided for in the aforementioned policies so long as the Company continues to maintain or provide similar types of coverage for any other persons who are, or become employed by the Company at the level of Executive Vice President or below or who immediately prior to the end of their employment by the Company were employed at the level of Executive Vice President or below. If the Company should at any time elect to terminate the Split Dollar Insurance for Employee and all other persons referred to in the preceding sentence, then the Company shall notify Employee in advance and Employee shall have the right to acquire ownership of the insurance policies listed above, subject to the terms and conditions of the policies; and

KAFRY, PAGE 5 E. Car: The Company shall continue to provide insurance coverage at the level currently in effect on Employee's automobile through November 30, 1998. Should Employee decide to substitute a vehicle that is comparable, under the Company's practice with respect to the automobiles of executives, he may make a request to do so to Anthony A. DeSabato. Provided that the substituting vehicle is comparable to the previous vehicle, the Company will allow for that substitution. The Company shall continue to pay Employee for repairs and maintenance on said vehicle in accordance with the practice in effect as of the date of this Agreement through November 30, 1998; and F. Stock Options: The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 75,000 shares of the Company's common stock at the exercise price of $5.8125 per share under the Company's 1986 Employees' Stock Option Plan and pursuant to an Employee Stock Option Agreement dated January 25, 1988 between the Company and Employee (Grant No. 100184); (ii) 40,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated February 27, 1989

KAFRY, PAGE 5 E. Car: The Company shall continue to provide insurance coverage at the level currently in effect on Employee's automobile through November 30, 1998. Should Employee decide to substitute a vehicle that is comparable, under the Company's practice with respect to the automobiles of executives, he may make a request to do so to Anthony A. DeSabato. Provided that the substituting vehicle is comparable to the previous vehicle, the Company will allow for that substitution. The Company shall continue to pay Employee for repairs and maintenance on said vehicle in accordance with the practice in effect as of the date of this Agreement through November 30, 1998; and F. Stock Options: The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 75,000 shares of the Company's common stock at the exercise price of $5.8125 per share under the Company's 1986 Employees' Stock Option Plan and pursuant to an Employee Stock Option Agreement dated January 25, 1988 between the Company and Employee (Grant No. 100184); (ii) 40,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated February 27, 1989 between the Company and Employee (Grant No. 900497); (iii) 25,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200035); (iv) 380,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200086); (v) 80,000 shares of the Company's common stock at the exercise price of $6.1875 per share under the Company's 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 4, 1991 between the Company and Employee (Grant No. 200188); (vi) 40,000 shares of the Company's common stock at the exercise price of $.50 per share under the 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated February 4, 1991 between the Company and Employee (Grant No. 900806); (vii) 70,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated December 5, 1991 between the Company and Employee (Grant No. 900835); (viii) 70,000 shares of the Company's common stock at the exercise price of $13.50 per share under the 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 3, 1992 between

KAFRY, PAGE 6 the Company and Employee (Grant No. 200238); (ix) 54,000 shares of the Company's common stock at the exercise price of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. 300100); (x) 61,800 shares of the Company's common stock at the exercise price of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. (P30001); (xi) 80,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300214); (xii) 93,700 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. P30010); (xiii) 90,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. 300505); (xiv) 95,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. P30019); Pursuant to said plans and agreements [set forth above as items (i) through (xiv)] the Employee has options to purchase stock which, by reason of the termination of employment as of March 1, 1996, will be exercisable, including application

KAFRY, PAGE 6 the Company and Employee (Grant No. 200238); (ix) 54,000 shares of the Company's common stock at the exercise price of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. 300100); (x) 61,800 shares of the Company's common stock at the exercise price of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. (P30001); (xi) 80,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300214); (xii) 93,700 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. P30010); (xiii) 90,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. 300505); (xiv) 95,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. P30019); Pursuant to said plans and agreements [set forth above as items (i) through (xiv)] the Employee has options to purchase stock which, by reason of the termination of employment as of March 1, 1996, will be exercisable, including application of the Option Formula, as follows: (a) Grant No. 100184 - - 57,000 shares at $5.8125 per share (b) Grant No. 900497 - - 26,668 shares at $.50 per share (c) Grant No. 200035 - - 25,000 shares at $4.50 per share (d) Grant No. 200086 - - 380,000 shares at $4.50 per share (e) Grant No. 200188 - - 80,000 shares at $6.1875 per share (f) Grant No. 900806 - - 40,000 shares at $.50 per share (g) Grant No. 900835 - - 70,000 shares at $.50 per share (h) Grant No. 200238 - - 70,000 shares at $13.50 per share (i) Grant No. 300100 - - 32,400 shares at $15.125 per share (j) Grant No. 300214 - - 48,000 shares at $11.125 per share (k) Grant No. 300505 - - 36,000 shares at $6.00 per share

KAFRY, PAGE 7 Under the terms of the respective stock plans and the stock option agreements, if Employee fails to exercise those options which will be exercisable as of March 1, 1996, set forth above as items (a) through (k), within 90 days of Employee's termination on a date no later than March 1, 1996, said options shall lapse. The Company agrees to extend the exercise date of the options which will be exercisable as of March 1, 1996 set forth above as item (a) until January 25, 1998 provided Employee timely executes an amendment to the stock option agreement to effectuate said extension. The Company agrees to extend the exercise date of the options which will be exercisable as of March 1, 1996 set forth above as items (b) through (k) until November 30, 1998, provided Employee timely executes amendments to the stock option agreements to effectuate said extension. Pursuant to said plans and agreements [set forth above as items (i) through (xiv)] the Employee has options to purchase stock which are scheduled to become exercisable as follows, provided Employee continued to be employed by the Company on the exercise date: (1) Grant No. 300100 - - 10,800 shares at $15.1250 per share on April 4, 1997 (2) Grant No. 300100 - - 10,800 shares at $15.1250 per share on April 4, 1998 (3) Grant No. P30001 - - 12,360 shares at $15.1250 per share on April 7, 1998 (4) Grant No. P30001 - - 12,360 shares at $15.1250 per share on April 7, 1999

KAFRY, PAGE 7 Under the terms of the respective stock plans and the stock option agreements, if Employee fails to exercise those options which will be exercisable as of March 1, 1996, set forth above as items (a) through (k), within 90 days of Employee's termination on a date no later than March 1, 1996, said options shall lapse. The Company agrees to extend the exercise date of the options which will be exercisable as of March 1, 1996 set forth above as item (a) until January 25, 1998 provided Employee timely executes an amendment to the stock option agreement to effectuate said extension. The Company agrees to extend the exercise date of the options which will be exercisable as of March 1, 1996 set forth above as items (b) through (k) until November 30, 1998, provided Employee timely executes amendments to the stock option agreements to effectuate said extension. Pursuant to said plans and agreements [set forth above as items (i) through (xiv)] the Employee has options to purchase stock which are scheduled to become exercisable as follows, provided Employee continued to be employed by the Company on the exercise date: (1) Grant No. 300100 - - 10,800 shares at $15.1250 per share on April 4, 1997 (2) Grant No. 300100 - - 10,800 shares at $15.1250 per share on April 4, 1998 (3) Grant No. P30001 - - 12,360 shares at $15.1250 per share on April 7, 1998 (4) Grant No. P30001 - - 12,360 shares at $15.1250 per share on April 7, 1999 (5) Grant No. P30001 - - 12,360 shares at $15.1250 per share on April 7, 2000 (6) Grant No. P30001 - - 12,360 shares at $15.1250 per share on April 7, 2001 (7) Grant No. P30001 - - 12,360 shares at $15.1250 per share on April 7, 2002 (8) Grant No. 300214 - - 16,000 shares at $11.125 per share on February 1, 1998 (9) Grant No. 300214 - - 16,000 shares at $11.125 per share on February 1, 1999 (10) Grant No. P30010 - - 18,000 shares at $11.125 per share on Feb. 1, 1999 (11) Grant No. P30010 - - 18,000 shares at $11.125 per share on Feb. 1, 2000 (12) Grant No. P30010 - - 18,000 shares at $11.125 per share on Feb. 1, 2001 (13) Grant No. P30010 - - 18,000 shares at $11.125 per share on Feb. 1, 2002 (14) Grant No. P30010 - - 18,000 shares at $11.125 per share on Feb. 1, 2003 (15) Grant No. 300505 - - 18,000 shares at $6.00 per share on February 6, 1998 (16) Grant No. 300505 - - 18,000 shares at $6.00 per share on February 6, 1999 (17) Grant No. 300505 - - 18,000 shares at $6.00 per share on February 6, 2000 (18) Grant No. P30019 - - 19,000 shares at $6.00 per share on February 6, 2000 (19) Grant No. P30019 - - 19,000 shares at $6.00 per share on February 6, 2001 (20) Grant No. P30019 - - 19,000 shares at $6.00 per share on February 6, 2002 (21) Grant No. P30019 - - 19,000 shares at $6.00 per share on February 6, 2003 (22) Grant No. P30019 - - 19,000 shares at $6.00 per share on February 6, 2004 The options listed in items (1) through (22) will be forfeited and not exercisable by Employee.

KAFRY, PAGE 8 G. Expenses: The Company further agrees to provide the Employee with reimbursement of those expenses that Employee has actually incurred in performing his duties as an employee of the Company through the close of business on the date of his termination which have not previously been reimbursed provided that Employee submits a final expense report to Anthony A. DeSabato on a date no later than April 1, 1996. H. Airline Tickets: In 1996, 1997 and 1998 the Company will provide Employee with one set of round trip airline tickets per year for Employee and Employee's immediate family to fly to and from Israel. 7. The Employee, upon execution of this Agreement, and for and in consideration of the promises and obligations contained herein, agrees as follows: A. The Employee hereby acknowledges the Company shall remove him as an officer and shall terminate his employment by the Company on a date or dates to be determined by the Company, such date or dates to be no

KAFRY, PAGE 8 G. Expenses: The Company further agrees to provide the Employee with reimbursement of those expenses that Employee has actually incurred in performing his duties as an employee of the Company through the close of business on the date of his termination which have not previously been reimbursed provided that Employee submits a final expense report to Anthony A. DeSabato on a date no later than April 1, 1996. H. Airline Tickets: In 1996, 1997 and 1998 the Company will provide Employee with one set of round trip airline tickets per year for Employee and Employee's immediate family to fly to and from Israel. 7. The Employee, upon execution of this Agreement, and for and in consideration of the promises and obligations contained herein, agrees as follows: A. The Employee hereby acknowledges the Company shall remove him as an officer and shall terminate his employment by the Company on a date or dates to be determined by the Company, such date or dates to be no later than March 1, 1996 and Employee expressly and specifically waives any claim for, and agrees not to seek employment, reemployment, or reinstatement with the Company and Employee expressly and specifically waives and agrees not to seek any costs or attorney's fees from the Company in connection with his termination of employment other than the amount set forth above in paragraph 6.B.2.; and B. The Employee agrees that, on or before the close of business on March 1, 1996, he will return to the Company all company property in his possession other than minor or incidental items; and C. The Employee agrees that, on or before the close of business on March 1, 1996, he will return to the Company any and all Company credit cards in his possession; and D. The Employee further agrees not to use or cause to be used for the Employee's personal benefit, or disclose, communicate or divulge, or use for direct or indirect benefit of any person, firm, association or company other than the Company, any material or article of information including without limitation data processing reports, customer sales or sourcing analyses, invoices, price lists or information, samples, or any other materials or date of any kind furnished to Employee by the Company or developed by Employee on behalf of the Company or at the Company's direction or for the Company's use or otherwise in connection with Employee's employment with the Company, or any information regarding the business methods, policies, procedures, strategies or techniques, research or development projects or results, trade secrets, confidential or proprietary information, or other knowledge or processes of or

KAFRY, PAGE 9 developed by the Company or any names and addresses or compensation of employees, customers or suppliers or any data on or relating to past, present or prospective customers or suppliers or any other confidential information relating to or dealing with the business operations or activities of the Company, made known to Employee or learned or acquired by Employee while in the employ of the Company, without the prior written consent of the Chairman of the Board of Directors of the Company; and E. The Employee further agrees that from the effective date hereof through the close of business November 30, 1998, he will not, within 60 days after the severance of their employment by the Company, contact or cause to be contacted, directly or indirectly, any individual employed by the Company as of December 1, 1995, regarding their employment, offer, solicit, or cause to be offered or solicited for employment or to solicit or induce him or them to cease to be employed by the Company without prior written consent of the Executive Vice President of Human Resources; and F. Employee acknowledges that any rights he has to purchase stock pursuant to any stock option agreement with the Company are hereby terminated and shall no longer be of any force or effect as of the date hereof, except

KAFRY, PAGE 9 developed by the Company or any names and addresses or compensation of employees, customers or suppliers or any data on or relating to past, present or prospective customers or suppliers or any other confidential information relating to or dealing with the business operations or activities of the Company, made known to Employee or learned or acquired by Employee while in the employ of the Company, without the prior written consent of the Chairman of the Board of Directors of the Company; and E. The Employee further agrees that from the effective date hereof through the close of business November 30, 1998, he will not, within 60 days after the severance of their employment by the Company, contact or cause to be contacted, directly or indirectly, any individual employed by the Company as of December 1, 1995, regarding their employment, offer, solicit, or cause to be offered or solicited for employment or to solicit or induce him or them to cease to be employed by the Company without prior written consent of the Executive Vice President of Human Resources; and F. Employee acknowledges that any rights he has to purchase stock pursuant to any stock option agreement with the Company are hereby terminated and shall no longer be of any force or effect as of the date hereof, except with respect to those options set forth in paragraph 6.F. above which are exercisable as of February 9, 1996 by Employee. Employee agrees to execute all documents necessary to effectuate the provisions of this paragraph 7.F.and paragraph 6.F. above; and G. Employee further agrees and covenants that neither he nor any person, organization or any other entity acting on his behalf will file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed any action for damages or other relief (including injunctive, declaratory, monetary or other) against Releasees, with respect to any matter arising from or related to his employment with or termination of that employment and/or any action or claim which is subject of the General Release set forth in the foregoing paragraph of this Agreement; and H. Employee further agrees not to disclose the terms or conditions hereof to any person, other than to members of his immediate family, to his accountant, and to his attorney and to them only with instructions that they are not to disclose the terms or conditions of this hereof to any other person; and 8. The parties hereto agree and acknowledge that this Agreement shall not be interpreted to render either party to be a prevailing party for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise.

KAFRY, PAGE 10 9. The parties hereto agree that, should the Employee become deceased prior to the satisfaction of all obligations to him, and of him, under this Agreement, the remaining obligations due to and of Employee shall inure to his spouse, or if he is not survived by his spouse, then to his estate. 10. The parties agree that any claim of a breach of any paragraph of this Agreement must be brought before a Court of competent jurisdiction in the United States. 11. The parties hereto acknowledge that this Agreement constitutes the entire Agreement between the parties, and that it fully supersedes any and all prior agreements or understandings pertaining to Employee's employment with, and termination of employment from, the Company, and that the consideration set forth in paragraphs six and seven above constitutes the entire consideration, financial or otherwise, to be made by the Company to the Employee including salary, severance, bonus, vacation, benefits, costs, stock grants or grants of stock options, or any other payments, other than distribution of any funds in Employee's 401(k) and Profit Sharing Plan. 12. The parties acknowledge that they have not been induced to enter into this Agreement as to any representations or statements, oral or written, not expressly contained herein, nor expressly incorporated by reference. The parties further agree that they have freely and voluntarily entered into this Agreement.

KAFRY, PAGE 10 9. The parties hereto agree that, should the Employee become deceased prior to the satisfaction of all obligations to him, and of him, under this Agreement, the remaining obligations due to and of Employee shall inure to his spouse, or if he is not survived by his spouse, then to his estate. 10. The parties agree that any claim of a breach of any paragraph of this Agreement must be brought before a Court of competent jurisdiction in the United States. 11. The parties hereto acknowledge that this Agreement constitutes the entire Agreement between the parties, and that it fully supersedes any and all prior agreements or understandings pertaining to Employee's employment with, and termination of employment from, the Company, and that the consideration set forth in paragraphs six and seven above constitutes the entire consideration, financial or otherwise, to be made by the Company to the Employee including salary, severance, bonus, vacation, benefits, costs, stock grants or grants of stock options, or any other payments, other than distribution of any funds in Employee's 401(k) and Profit Sharing Plan. 12. The parties acknowledge that they have not been induced to enter into this Agreement as to any representations or statements, oral or written, not expressly contained herein, nor expressly incorporated by reference. The parties further agree that they have freely and voluntarily entered into this Agreement. 13. No waiver, alterations, or modifications of any of the provisions of this Agreement shall be binding unless made in writing and signed by both the Employee and a duly authorized representative of the Company. 14. If any non-economic provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 15. Notwithstanding any language herein to the contrary, the release and discharge of rights and claims arising under the Age Discrimination in Employment Act of 1967 does not include any waiver of rights or claims that may arise after the date this Agreement is executed. 16. Both the Employee and the Company agree that the Employee has been advised in writing to consult with an attorney prior to executing this Agreement and the Employee acknowledges that he has done so to the extent that he deems to be appropriate.

KAFRY, PAGE 11 17. The Employee acknowledges that he has been given a period of twenty-one (21) days within which to consider whether he wishes to enter into this Agreement before signing it and that should the Company not receive this Settlement Agreement and Release executed by Employee by December 27, 1995 this Settlement Agreement and Release shall be null and void, except that the termination of Employee's employment by the Company and his removal as an officer will nevertheless be effective no later than March 1, 1996. 18. Within seven (7) days following the execution of this Agreement, Employee may revoke this Agreement by providing written notice to the Company, and until revocation period has expired, this Agreement shall not become effective or enforceable. Any written notice required under this Agreement shall be effective if delivered personally or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:
If to the Company: Charming Shoppes, Inc. 3750 State Road Bensalem, PA 19020 Attn: Anthony A. DeSabato Executive Vice President Mordechai Kafry c/o Elegant Crown LTD Harbour Centre

If to the Employee:

KAFRY, PAGE 11 17. The Employee acknowledges that he has been given a period of twenty-one (21) days within which to consider whether he wishes to enter into this Agreement before signing it and that should the Company not receive this Settlement Agreement and Release executed by Employee by December 27, 1995 this Settlement Agreement and Release shall be null and void, except that the termination of Employee's employment by the Company and his removal as an officer will nevertheless be effective no later than March 1, 1996. 18. Within seven (7) days following the execution of this Agreement, Employee may revoke this Agreement by providing written notice to the Company, and until revocation period has expired, this Agreement shall not become effective or enforceable. Any written notice required under this Agreement shall be effective if delivered personally or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:
If to the Company: Charming Shoppes, Inc. 3750 State Road Bensalem, PA 19020 Attn: Anthony A. DeSabato Executive Vice President Mordechai Kafry c/o Elegant Crown LTD Harbour Centre 11 FLR, Block A, Tower 1 1 Hok Cheung Street Hunghom Kowloon Hong Kong

If to the Employee:

Either party may change the address to which notice is required to be given under this Agreement by giving notice thereof in the manner required hereinabove. 19. In the event that Employee revokes this Agreement in the manner provided herein, Employee will immediately return to the Company all consideration which may have been paid pursuant to this Agreement prior to the date of its revocation. 20. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

KAFRY, PAGE 12 21. The Company represents to the Employee that the person executing this Agreement on behalf of the Company has the authority to do so and that the terms hereof have been approved by the Stock Option Committee and Compensation Committee of the Board of Directors of the Company. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written beneath their respective signatures. FOR THE COMPANY: FOR THE EMPLOYEE:
- --------------------------------------------------------------------------Anthony A. DeSabato, Esquire Mordechai Kafry Executive Vice President/ Corporate Director Human Resources / / / / - -----------------------------------------------------Date Date TDS/rej

KAFRY, PAGE 12 21. The Company represents to the Employee that the person executing this Agreement on behalf of the Company has the authority to do so and that the terms hereof have been approved by the Stock Option Committee and Compensation Committee of the Board of Directors of the Company. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written beneath their respective signatures. FOR THE COMPANY: FOR THE EMPLOYEE:
- --------------------------------------------------------------------------Anthony A. DeSabato, Esquire Mordechai Kafry Executive Vice President/ Corporate Director Human Resources / / / / - -----------------------------------------------------Date Date TDS/rej

KAFRY, PAGE 13 EXHIBIT B Ada Fan Joseph Ip Katherine Li Anita Wong Dennis Fung Haydn Wong Annie Tsui Andy Lin Peter Ho Stella Yung Barry Wai Yosh Gewurtz Denny Szeto Daniel Chu James Wong Nancy Shum Lydia Chow Iris Lam David Kirkman Patrick Sit Andrew So John Wan Johnico Wu Edmond Chan Joseph Choi Doris Cheung Eyal Vardi Frances Pan Windgo Poon PW Kim Ajit Thomas

KAFRY, PAGE 13 EXHIBIT B Ada Fan Joseph Ip Katherine Li Anita Wong Dennis Fung Haydn Wong Annie Tsui Andy Lin Peter Ho Stella Yung Barry Wai Yosh Gewurtz Denny Szeto Daniel Chu James Wong Nancy Shum Lydia Chow Iris Lam David Kirkman Patrick Sit Andrew So John Wan Johnico Wu Edmond Chan Joseph Choi Doris Cheung Eyal Vardi Frances Pan Windgo Poon PW Kim Ajit Thomas Rami Wiersh Uday Naik Rajesh Srivastav Kitty Wong Neerja Vaish Danny Clayman Karen Rasof

KAFRY, PAGE 14 Suleyman Coruh Eran Efrat Monica Wong

KAFRY, PAGE 15 EXHIBIT A In consideration of the payments to me and agreements by the Company in the Settlement Agreement and

KAFRY, PAGE 14 Suleyman Coruh Eran Efrat Monica Wong

KAFRY, PAGE 15 EXHIBIT A In consideration of the payments to me and agreements by the Company in the Settlement Agreement and Release attached hereto as Exhibit A, I, Mordechai Kafry, hereby release, remise and forever discharge the Company, as defined in Exhibit A attached hereto, and all of its affiliated and subsidiary companies, and any of its, or their, past, current or future directors, officers, agents, employees, representatives, successors and assigns in their personal and professional capacities of and (i) from any and all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or of any violation of any United States or foreign, including but not limited to the laws of Hong Kong, federal, state or local law creating a cause of action in an employee, or former employee, or his representative, against his employer, or former employer and (ii) from all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions, controversies, grievances, claims and demands, whatsoever, arising out of, or related to my employment with, or termination of my employment from, the Company. Expressly excluded from this release, however, are the following: (i) all obligations required of the Company, and/or its officers, directors, employees, agents, and/or representatives, which are expressly referred to or created by this Exhibit A; (ii) my right to receive accrued benefits under any employee benefit plan maintained by the Company; and (iii) my rights to be indemnified, defended, and held harmless under any indemnification provision applicable generally to past or present directors and officers of the Company. This release and discharge of the Company is made in exchange for consideration which is in addition to anything of value for which I am already entitled to receive // Mordechai Kafry Date TDS/rej

EXHIBIT 10.2.19 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into this 7th day of December, 1995 by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc and its subsidiaries are referred to collectively as the "Company") and Ivan M. Szeftel (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have decided to terminate the employment relationship between the Employee and the Company effective as of February 9, 1996 and the Company has informed Employee that it will remove Employee from the position of Executive Vice President - Finance and Chief Financial Officer as of December 22, 1995; and WHEREAS, the parties hereto are desirous of amicably resolving and settling any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or termination of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or termination;

KAFRY, PAGE 15 EXHIBIT A In consideration of the payments to me and agreements by the Company in the Settlement Agreement and Release attached hereto as Exhibit A, I, Mordechai Kafry, hereby release, remise and forever discharge the Company, as defined in Exhibit A attached hereto, and all of its affiliated and subsidiary companies, and any of its, or their, past, current or future directors, officers, agents, employees, representatives, successors and assigns in their personal and professional capacities of and (i) from any and all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or of any violation of any United States or foreign, including but not limited to the laws of Hong Kong, federal, state or local law creating a cause of action in an employee, or former employee, or his representative, against his employer, or former employer and (ii) from all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions, controversies, grievances, claims and demands, whatsoever, arising out of, or related to my employment with, or termination of my employment from, the Company. Expressly excluded from this release, however, are the following: (i) all obligations required of the Company, and/or its officers, directors, employees, agents, and/or representatives, which are expressly referred to or created by this Exhibit A; (ii) my right to receive accrued benefits under any employee benefit plan maintained by the Company; and (iii) my rights to be indemnified, defended, and held harmless under any indemnification provision applicable generally to past or present directors and officers of the Company. This release and discharge of the Company is made in exchange for consideration which is in addition to anything of value for which I am already entitled to receive // Mordechai Kafry Date TDS/rej

EXHIBIT 10.2.19 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into this 7th day of December, 1995 by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc and its subsidiaries are referred to collectively as the "Company") and Ivan M. Szeftel (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have decided to terminate the employment relationship between the Employee and the Company effective as of February 9, 1996 and the Company has informed Employee that it will remove Employee from the position of Executive Vice President - Finance and Chief Financial Officer as of December 22, 1995; and WHEREAS, the parties hereto are desirous of amicably resolving and settling any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or termination of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or termination; NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the sufficiency of which mutual consideration is hereby acknowledged and which is expressly acknowledged to be in addition to anything of value which Employee is already entitled to receive, the Company and the Employee agree as follows: 1. Neither this settlement nor this Agreement shall constitute or be construed as an adjudication of liability by the Company or by the Employee on the merits of any claims, allegations, or disputes by the Employee or any disputes between the Company and the Employee, all liability and wrongdoing being expressly denied by the

EXHIBIT 10.2.19 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into this 7th day of December, 1995 by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc and its subsidiaries are referred to collectively as the "Company") and Ivan M. Szeftel (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have decided to terminate the employment relationship between the Employee and the Company effective as of February 9, 1996 and the Company has informed Employee that it will remove Employee from the position of Executive Vice President - Finance and Chief Financial Officer as of December 22, 1995; and WHEREAS, the parties hereto are desirous of amicably resolving and settling any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or termination of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or termination; NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the sufficiency of which mutual consideration is hereby acknowledged and which is expressly acknowledged to be in addition to anything of value which Employee is already entitled to receive, the Company and the Employee agree as follows: 1. Neither this settlement nor this Agreement shall constitute or be construed as an adjudication of liability by the Company or by the Employee on the merits of any claims, allegations, or disputes by the Employee or any disputes between the Company and the Employee, all liability and wrongdoing being expressly denied by the Company and by the Employee. 2. Neither this settlement nor this Agreement shall in any way be construed as an admission by the Company or by the Employee of any liability whatsoever, nor as an admission by the Employee of any wrongdoing, nor an admission by the Company of any acts of wrongdoing and/or discrimination against the Employee on the part of either the Company or the officers, directors, employees, attorneys, or agents of the Company, such being expressly denied.

SZEFTEL (12/04/95), PAGE 2 3. The Employee represents that he has not filed any Complaints or Charges of discrimination, breach of contract or unjust termination against the Company with any local, state, or federal agency or Court, that he will not do so at any time hereafter, and that if any agency or Court assumes jurisdiction of any Complaint or Charge on behalf of the Employee, he will formally petition such agency or Court to withdraw from the matter, if he initiated such action. 4. As a material inducement to the Company to enter into this Agreement, the Employee, on behalf of himself and his heirs, legatees, representatives, transferees and assigns, does hereby release, remise and forever discharge the Company and all of its affiliated and subsidiary companies, and any of its, or their, past, current or future directors, officers, agents, employees, representatives, successors and assigns in their personal and professional capacities of and (i) from any and all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or of any violation of any federal, state or municipal law creating a cause of action in an employee, or former employee, or his representative, against his employer, or former employer and (ii) from all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions, controversies, grievances, claims and demands, whatsoever, arising out of, or related to Employee's employment with, or termination of employment from, the Company. Expressly excluded from this release, however, are the following: (i) all obligations required of the Company, and/or its officers, directors, employees, agents, and/or representatives, which are expressly

SZEFTEL (12/04/95), PAGE 2 3. The Employee represents that he has not filed any Complaints or Charges of discrimination, breach of contract or unjust termination against the Company with any local, state, or federal agency or Court, that he will not do so at any time hereafter, and that if any agency or Court assumes jurisdiction of any Complaint or Charge on behalf of the Employee, he will formally petition such agency or Court to withdraw from the matter, if he initiated such action. 4. As a material inducement to the Company to enter into this Agreement, the Employee, on behalf of himself and his heirs, legatees, representatives, transferees and assigns, does hereby release, remise and forever discharge the Company and all of its affiliated and subsidiary companies, and any of its, or their, past, current or future directors, officers, agents, employees, representatives, successors and assigns in their personal and professional capacities of and (i) from any and all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or of any violation of any federal, state or municipal law creating a cause of action in an employee, or former employee, or his representative, against his employer, or former employer and (ii) from all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions, controversies, grievances, claims and demands, whatsoever, arising out of, or related to Employee's employment with, or termination of employment from, the Company. Expressly excluded from this release, however, are the following: (i) all obligations required of the Company, and/or its officers, directors, employees, agents, and/or representatives, which are expressly referred to or created by this Agreement; (ii) Employee's right to receive accrued benefits under any employee benefit plan maintained by the Company; and (iii) Employee's rights to be indemnified, defended, and held harmless under any indemnification provision applicable generally to past or present directors and officers of the Company. This release and discharge of the Company is made in exchange for consideration listed below and in addition to anything of value for which Employee is already entitled to receive. 5. The Company shall continue to (and is hereby obligated to) indemnify Employee in each and every situation where the Company is obligated or permitted to make such indemnification pursuant to the relevant portions of the Company's Articles of Incorporation and By-Laws regarding conduct engaged in by Employee in his capacity as an Officer of the Company. 6. In consideration of the promises and obligations contained herein, the parties agree as follows:

SZEFTEL (12/04/95), PAGE 3 A. Continuation as Employee and Removal as Officer: From the date hereof until the close of business on Friday, February 9, 1996, Employee will continue as an employee of the Company under the terms and conditions now in effect. Employee's employment will not be terminated during this period. As of the close of business December 22, 1995, Employee will be removed from the position of Executive Vice President - Finance and Chief Financial Officer. After the close of business December 22, 1995 Employee shall not be required to engage in professional activities on behalf of the Company in the Company's offices or elsewhere, except that during the time period between the close of business December 22, 1995 and close of business February 9, 1996 Employee shall make himself available at reasonable times for telephone conferences to address transition and emergency matters. B. Severance/Salary Continuation: The Company will pay the Employee, as severance, the sum of eighty-one thousand two hundred fifty dollars ($81,250.00), minus legal and authorized withholdings, in thirteen (13) equal weekly installments of six thousand two hundred fifty dollars ($6,250.00), minus required tax and sufficient withholdings to pay the employee contribution for medical benefits as set forth in paragraph E of this paragraph 6, such payments to commence on February 16, 1996 and continuing through May 10, 1996. C. Vacation: The Company will pay the Employee the amount represented by unused, accrued vacation for 1995, said amount to be paid in one installment prior to January 31, 1996, minus legal and authorized withholdings. D. Damages: The Company will pay the Employee the sum of two hundred ninety-seven thousand seven hundred fifty dollars ($297,750.00) as settlement of disputed claims of pain and suffering, mental anguish and distress,

SZEFTEL (12/04/95), PAGE 3 A. Continuation as Employee and Removal as Officer: From the date hereof until the close of business on Friday, February 9, 1996, Employee will continue as an employee of the Company under the terms and conditions now in effect. Employee's employment will not be terminated during this period. As of the close of business December 22, 1995, Employee will be removed from the position of Executive Vice President - Finance and Chief Financial Officer. After the close of business December 22, 1995 Employee shall not be required to engage in professional activities on behalf of the Company in the Company's offices or elsewhere, except that during the time period between the close of business December 22, 1995 and close of business February 9, 1996 Employee shall make himself available at reasonable times for telephone conferences to address transition and emergency matters. B. Severance/Salary Continuation: The Company will pay the Employee, as severance, the sum of eighty-one thousand two hundred fifty dollars ($81,250.00), minus legal and authorized withholdings, in thirteen (13) equal weekly installments of six thousand two hundred fifty dollars ($6,250.00), minus required tax and sufficient withholdings to pay the employee contribution for medical benefits as set forth in paragraph E of this paragraph 6, such payments to commence on February 16, 1996 and continuing through May 10, 1996. C. Vacation: The Company will pay the Employee the amount represented by unused, accrued vacation for 1995, said amount to be paid in one installment prior to January 31, 1996, minus legal and authorized withholdings. D. Damages: The Company will pay the Employee the sum of two hundred ninety-seven thousand seven hundred fifty dollars ($297,750.00) as settlement of disputed claims of pain and suffering, mental anguish and distress, humiliation, injury to reputation, counsel fees and costs; therefore, there shall be no withholding or deductions for state or federal taxes, FICA or any other deduction from this amount. Such payment shall be excluded from gross income pursuant to applicable IRS regulations and accordingly, shall not create or file any IRS form W-2, 1099 or other similar reporting form with any agency. The parties agree that any tax liability or penalties with respect to said, should it later be determined that said amount is taxable, shall be paid wholly and exclusively by Employee; and Said sum shall be paid based on the following schedule: 1. no later than December 14, 1995 - twenty thousand dollars ($20,000.00) payable to Raynes, McCarty, Binder, Ross & Mundy 2. between May 13 and May 17, 1996 - one hundred thousand dollars ($100,000.00)

SZEFTEL (12/04/95), PAGE 4 3. between August 5 and August 9, 1996 - ninety thousand two hundred fifty dollars ($90,250.00) 4. between November 4 and November 8, 1996 - eighty-seven thousand five hundred dollars ($87,500.00) E. Benefits: The Company shall continue to provide to the Employee and his eligible dependents only those applicable benefits under the Company's health care insurance programs through February 14, 1997 as if he had continued to be employed by the Company through that time, including medical insurance, dental insurance, vision insurance and prescription insurance. Effective as of the close of business on February 9, 1996 all other benefits will be terminated with respect to the Employee except for Employee's Split Dollar Life Insurance coverage pursuant to Manufacturer's Life Insurance Company (policy nos. 3778284-4 and 4023004-7), hereafter "Split Dollar Insurance", which shall continue in effect so as to provide the coverage provided for in the aforementioned policies so long as the Company continues to maintain or provide similar types of coverage for any other persons who are, or become employed by the Company at the level of Executive Vice President or below or who immediately prior to the end of their employment by the Company were employed at the level of Executive Vice President or below. If the Company should at any time elect to terminate the Split Dollar Insurance for Employee and all other persons referred to in the preceding sentence, then the Company shall notify Employee in advance

SZEFTEL (12/04/95), PAGE 4 3. between August 5 and August 9, 1996 - ninety thousand two hundred fifty dollars ($90,250.00) 4. between November 4 and November 8, 1996 - eighty-seven thousand five hundred dollars ($87,500.00) E. Benefits: The Company shall continue to provide to the Employee and his eligible dependents only those applicable benefits under the Company's health care insurance programs through February 14, 1997 as if he had continued to be employed by the Company through that time, including medical insurance, dental insurance, vision insurance and prescription insurance. Effective as of the close of business on February 9, 1996 all other benefits will be terminated with respect to the Employee except for Employee's Split Dollar Life Insurance coverage pursuant to Manufacturer's Life Insurance Company (policy nos. 3778284-4 and 4023004-7), hereafter "Split Dollar Insurance", which shall continue in effect so as to provide the coverage provided for in the aforementioned policies so long as the Company continues to maintain or provide similar types of coverage for any other persons who are, or become employed by the Company at the level of Executive Vice President or below or who immediately prior to the end of their employment by the Company were employed at the level of Executive Vice President or below. If the Company should at any time elect to terminate the Split Dollar Insurance for Employee and all other persons referred to in the preceding sentence, then the Company shall notify Employee in advance and Employee shall have the right to acquire ownership of the insurance policies listed above, subject to the terms and conditions of the policies. It is understood by both the Employee and the Company that all benefits requiring employee contributions shall be continued through February 14, 1997 in accordance with the terms of applicable plans, provided further that Employee hereby authorizes employee contributions to be withheld from the severance set forth in subsection B above and from the damages set forth in subsections D.2. through D.4. above in sufficient amounts to maintain benefit coverage through February 14, 1997 in accordance with the plan provisions; and Effective February 15, 1997 all such employee benefits, except Split Dollar Insurance, shall be discontinued in accordance with the terms of said plans. However, Employee may be entitled to continue medical/dental insurance coverage pursuant to the terms of said plans and as specifically required under the provisions of C.O.B.R.A. Employee understands that he should contact the Company's Benefits Department if additional information is desired regarding continuation of the medical/dental plan as required under the provisions of C.O.B.R.A. Appropriate C.O.B.R.A. notifications shall be sent to the Employee at a future date; and

SZEFTEL (12/04/95), PAGE 5 F. Car Allowance: The Company shall continue to provide insurance coverage at the level currently in effect on Employee's automobile from March 1, 1996 through February 28, 1997. Should Employee decide to substitute a vehicle that is comparable, under the Company's practice with respect to the automobiles of executives, he may make a request to do so to Anthony A. DeSabato. Provided that the substituting vehicle is comparable to the previous vehicle, the Company will allow for that substitution; and G. Stock Options: The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 75,000 shares of the Company's common stock at the exercise price of $5.8125 per share under the Company's 1986 Employees' Stock Option Plan and pursuant to an Employee Stock Option Agreement dated January 25, 1988 between the Company and Employee (Grant No. 100216); (ii) 40,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated February 27, 1989 between the Company and Employee (Grant No. 900498); (iii) 25,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200074); (iv) 350,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200087); (v) 60,000 shares of the Company's common stock at the exercise price of $6.1875 per share under the Company's 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 4, 1991 between the Company and Employee (Grant No. 200189); (vi) 30,000 shares of the Company's common stock at the exercise price of $.50 per share under the 1988 Key Employee Stock Option

SZEFTEL (12/04/95), PAGE 5 F. Car Allowance: The Company shall continue to provide insurance coverage at the level currently in effect on Employee's automobile from March 1, 1996 through February 28, 1997. Should Employee decide to substitute a vehicle that is comparable, under the Company's practice with respect to the automobiles of executives, he may make a request to do so to Anthony A. DeSabato. Provided that the substituting vehicle is comparable to the previous vehicle, the Company will allow for that substitution; and G. Stock Options: The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 75,000 shares of the Company's common stock at the exercise price of $5.8125 per share under the Company's 1986 Employees' Stock Option Plan and pursuant to an Employee Stock Option Agreement dated January 25, 1988 between the Company and Employee (Grant No. 100216); (ii) 40,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated February 27, 1989 between the Company and Employee (Grant No. 900498); (iii) 25,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200074); (iv) 350,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200087); (v) 60,000 shares of the Company's common stock at the exercise price of $6.1875 per share under the Company's 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 4, 1991 between the Company and Employee (Grant No. 200189); (vi) 30,000 shares of the Company's common stock at the exercise price of $.50 per share under the 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated February 4, 1991 between the Company and Employee (Grant No. 900807); (vii) 70,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated December 5, 1991 between the Company and Employee (Grant No. 900840); (viii) 50,000 shares of the Company's common stock at the exercise price of $13.50 per share under the 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 3, 1992 between the Company and Employee (Grant No. 200244); (ix) 54,000 shares of the Company's common stock at the exercise price of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. 300102); (x) 50,700 shares of the Company's common stock at the exercise price of $15.125 per share under the Company's 1993

SZEFTEL (12/04/95), PAGE 6 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. (P30005); (xi) 80,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300224); (xii) 77,500 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. P30013); (xiii) 85,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. 300508); (xiv) 80,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. P30022); Pursuant to said plans and agreements [set forth above as items (i) through (xiv)] the Employee has options to purchase stock which, by reason of the involuntary termination of employment under paragraph 7.A. as of February 9, 1996, will be exercisable, including application of the Option Formula, as follows:

SZEFTEL (12/04/95), PAGE 6 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. (P30005); (xi) 80,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300224); (xii) 77,500 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. P30013); (xiii) 85,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. 300508); (xiv) 80,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. P30022); Pursuant to said plans and agreements [set forth above as items (i) through (xiv)] the Employee has options to purchase stock which, by reason of the involuntary termination of employment under paragraph 7.A. as of February 9, 1996, will be exercisable, including application of the Option Formula, as follows: (a) Grant No. 100216 - - 60,000 shares at $5.8125 per share (b) Grant No. 900498 - - 26,668 shares at $.50 per share (c) Grant No. 200074 - - 18,750 shares at $4.50 per share (d) Grant No. 200087 - - 310,000 shares at $4.50 per share (e) Grant No. 200189 - - 60,000 shares at $6.1875 per share (f) Grant No. 900807 - - 30,000 shares at $.50 per share (g) Grant No. 900840 - - 70,000 shares at $.50 per share (h) Grant No. 200244 - - 50,000 shares at $13.50 per share (i) Grant No. 300102 - - 32,400 shares at $15.125 per share (j) Grant No. 300224 - - 48,000 shares at $11.125 per share (k) Grant No. 300508 - - 34,000 shares at $6.00 per share Under the terms of the respective stock plans and the stock option agreements, if Employee fails to exercise those options which will be exercisable as of February 9,

SZEFTEL (12/04/95), PAGE 7 1996, set forth above as items (a) through (k), within 90 days of Employee's termination on February 9, 1996, said options shall lapse. The Company agrees to extend the exercise date of the options which will be exercisable as of February 9, 1996 set forth above as item (a) until January 25, 1998 provided Employee timely executes an amendment to the stock option agreement to effectuate said extension. The Company agrees to extend the exercise date of the options which will be exercisable as of February 9, 1996 set forth above as items (b) through (k) until February 13, 1998, provided Employee timely executes amendments to the stock option agreements to effectuate said extension. Pursuant to said plans and agreements [set forth above as items (i) through (xiv)] the Employee has options to purchase stock which are scheduled to become exercisable as follows, provided Employee continued to be employed by the Company on the exercise date:
(1) (2) (3) (4) (5) Grant share Grant share Grant share Grant share Grant No. 300102 -- 10,800 on April 4, 1997 No. 300102 -- 10,800 on April 4, 1998 No. P30005 -- 10,140 on April 7, 1998 No. P30005 -- 10,140 on April 7, 1999 No. P30005 -- 10,140 shares at $15.1250 per shares at $15.1250 per shares at $15.1250 per shares at $15.1250 per shares at $15.1250 per

SZEFTEL (12/04/95), PAGE 7 1996, set forth above as items (a) through (k), within 90 days of Employee's termination on February 9, 1996, said options shall lapse. The Company agrees to extend the exercise date of the options which will be exercisable as of February 9, 1996 set forth above as item (a) until January 25, 1998 provided Employee timely executes an amendment to the stock option agreement to effectuate said extension. The Company agrees to extend the exercise date of the options which will be exercisable as of February 9, 1996 set forth above as items (b) through (k) until February 13, 1998, provided Employee timely executes amendments to the stock option agreements to effectuate said extension. Pursuant to said plans and agreements [set forth above as items (i) through (xiv)] the Employee has options to purchase stock which are scheduled to become exercisable as follows, provided Employee continued to be employed by the Company on the exercise date:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20) (21) (22) Grant No. 300102 -- 10,800 share on April 4, 1997 Grant No. 300102 -- 10,800 share on April 4, 1998 Grant No. P30005 -- 10,140 share on April 7, 1998 Grant No. P30005 -- 10,140 share on April 7, 1999 Grant No. P30005 -- 10,140 share on April 7, 2000 Grant No. P30005 -- 10,140 share on April 7, 2001 Grant No. P30005 -- 10,140 share on April 7, 2002 Grant No. 300224 -- 16,000 on February 1, 1998 Grant No. 300224 -- 16,000 on February 1, 1999 Grant No. P30013 -- 15,500 on Feb. 1, 1999 Grant No. P30013 -- 15,500 on Feb. 1, 2000 Grant No. P30013 -- 15,500 on Feb. 1, 2001 Grant No. P30013 -- 15,500 on Feb. 1, 2002 Grant No. P30013 -- 15,500 on Feb. 1, 2003 Grant No. 300508 -- 17,000 on February 6, 1998 Grant No. 300508 -- 17,000 on February 6, 1999 Grant No. 300508 -- 17,000 on February 6, 2000 Grant No. P30022 -- 16,000 on February 6, 2000 Grant No. P30022 -- 16,000 on February 6, 2001 Grant No. P30022 -- 16,000 on February 6, 2002 Grant No. P30022 -- 16,000 on February 6, 2003 Grant No. P30022 -- 16,000 on February 6, 2004 shares at $15.1250 per shares at $15.1250 per shares at $15.1250 per shares at $15.1250 per shares at $15.1250 per shares at $15.1250 per shares at $15.1250 per shares at $11.125 per share shares at $11.125 per share shares at $11.125 per share shares at $11.125 per share shares at $11.125 per share shares at $11.125 per share shares at $11.125 per share shares at $6.00 per share shares at $6.00 per share shares at $6.00 per share shares at $6.00 per share shares at $6.00 per share shares at $6.00 per share shares at $6.00 per share shares at $6.00 per share

The options listed in items (1) through (22) will be forfeited and not exercisable by Employee. H. Expenses: The Company further agrees to provide the Employee with reimbursement of those expenses that Employee has actually incurred in performing his duties as an employee of the Company through the close of business on February 9, 1996 which

SZEFTEL (12/04/95), PAGE 8 have not previously been reimbursed provided that Employee submits a final expense report to Anthony A. DeSabato on a date no later than March 1, 1996. I. Associate Discount: Employee shall retain the right to utilize the Company's associate discount on purchases at Company stores through February 14, 1997. 7. The Employee, upon execution of this Agreement, and for and in consideration of the promises and obligations contained herein, agrees as follows: A. The Employee hereby acknowledges his removal as an officer upon the effective date of this Agreement and his termination effective close of business February 9, 1996 as an employee of the Company and Employee expressly and specifically waives any claim for, and agrees not to seek employment, reemployment, or reinstatement with the Company and Employee expressly and specifically waives and agrees not to seek any costs or attorney's fees from the Company in connection with his termination of employment other than the amount set forth above in paragraph 6.D.1.; and B. The Employee agrees that, on or before the close of business on December 22, 1995, he will return to the Company all company property in his possession other than minor or incidental items; and C. The Employee agrees that, on or before the close of business on December 22, 1995, he will return to the Company any and all Company credit cards in his possession; and D. The Employee further agrees not to use or cause to be used for the Employee's personal benefit, or disclose, communicate or divulge, or use for direct or indirect benefit of any person, firm, association or company other than the Company, any material or article of information including without limitation data processing reports, customer sales or sourcing analyses, invoices, price lists or information, samples, or any other materials or date of any kind furnished to Employee by the Company or developed by Employee on behalf of the Company or at the Company's direction or for the Company's use or otherwise in connection with Employee's employment with the Company, or any information regarding the business methods, policies, procedures, strategies or techniques, research or development projects or results, trade secrets, confidential or proprietary information, or other knowledge or processes of or developed by the Company or any names and addresses or compensation of employees, customers or suppliers or any data on or relating to past, present or prospective customers or suppliers or any other confidential information relating to or dealing with the business operations or activities of the Company, made known to Employee or

SZEFTEL (12/04/95), PAGE 9 learned or acquired by Employee while in the employ of the Company, without the prior written consent of the Chairman of the Board of Directors of the Company; and E. The Employee further agrees that from the effective date hereof through the close of business February 15, 1998, he will not, within 60 days after the severance of their employment by the Company, contact or cause to be contacted, directly or indirectly, any individual employed by the Company as of February 6, 1996, regarding their employment, offer, solicit, or cause to be offered or solicited for employment or to solicit or induce him or them to cease to be employed by the Company without prior written consent of the Executive Vice President of Human Resources; and F. The Employee further agrees that from the effective date hereof through the close of business February 14, 1997, he will not, directly or indirectly, solicit, induce or encourage any customer, consultant, independent contractor or supplier of the Company to cease to do business with the Company; or directly engage in employment either as an employee or as a full time or substantially full time independent contractor in any business in competition with the Company; provided, however, that nothing herein prohibits Employee from

SZEFTEL (12/04/95), PAGE 8 have not previously been reimbursed provided that Employee submits a final expense report to Anthony A. DeSabato on a date no later than March 1, 1996. I. Associate Discount: Employee shall retain the right to utilize the Company's associate discount on purchases at Company stores through February 14, 1997. 7. The Employee, upon execution of this Agreement, and for and in consideration of the promises and obligations contained herein, agrees as follows: A. The Employee hereby acknowledges his removal as an officer upon the effective date of this Agreement and his termination effective close of business February 9, 1996 as an employee of the Company and Employee expressly and specifically waives any claim for, and agrees not to seek employment, reemployment, or reinstatement with the Company and Employee expressly and specifically waives and agrees not to seek any costs or attorney's fees from the Company in connection with his termination of employment other than the amount set forth above in paragraph 6.D.1.; and B. The Employee agrees that, on or before the close of business on December 22, 1995, he will return to the Company all company property in his possession other than minor or incidental items; and C. The Employee agrees that, on or before the close of business on December 22, 1995, he will return to the Company any and all Company credit cards in his possession; and D. The Employee further agrees not to use or cause to be used for the Employee's personal benefit, or disclose, communicate or divulge, or use for direct or indirect benefit of any person, firm, association or company other than the Company, any material or article of information including without limitation data processing reports, customer sales or sourcing analyses, invoices, price lists or information, samples, or any other materials or date of any kind furnished to Employee by the Company or developed by Employee on behalf of the Company or at the Company's direction or for the Company's use or otherwise in connection with Employee's employment with the Company, or any information regarding the business methods, policies, procedures, strategies or techniques, research or development projects or results, trade secrets, confidential or proprietary information, or other knowledge or processes of or developed by the Company or any names and addresses or compensation of employees, customers or suppliers or any data on or relating to past, present or prospective customers or suppliers or any other confidential information relating to or dealing with the business operations or activities of the Company, made known to Employee or

SZEFTEL (12/04/95), PAGE 9 learned or acquired by Employee while in the employ of the Company, without the prior written consent of the Chairman of the Board of Directors of the Company; and E. The Employee further agrees that from the effective date hereof through the close of business February 15, 1998, he will not, within 60 days after the severance of their employment by the Company, contact or cause to be contacted, directly or indirectly, any individual employed by the Company as of February 6, 1996, regarding their employment, offer, solicit, or cause to be offered or solicited for employment or to solicit or induce him or them to cease to be employed by the Company without prior written consent of the Executive Vice President of Human Resources; and F. The Employee further agrees that from the effective date hereof through the close of business February 14, 1997, he will not, directly or indirectly, solicit, induce or encourage any customer, consultant, independent contractor or supplier of the Company to cease to do business with the Company; or directly engage in employment either as an employee or as a full time or substantially full time independent contractor in any business in competition with the Company; provided, however, that nothing herein prohibits Employee from engaging in activities as a consultant for any such business under the auspices of a bona fide consulting arrangement. For purposes of this provision only women's apparel specialty chains selling similar merchandise at

SZEFTEL (12/04/95), PAGE 9 learned or acquired by Employee while in the employ of the Company, without the prior written consent of the Chairman of the Board of Directors of the Company; and E. The Employee further agrees that from the effective date hereof through the close of business February 15, 1998, he will not, within 60 days after the severance of their employment by the Company, contact or cause to be contacted, directly or indirectly, any individual employed by the Company as of February 6, 1996, regarding their employment, offer, solicit, or cause to be offered or solicited for employment or to solicit or induce him or them to cease to be employed by the Company without prior written consent of the Executive Vice President of Human Resources; and F. The Employee further agrees that from the effective date hereof through the close of business February 14, 1997, he will not, directly or indirectly, solicit, induce or encourage any customer, consultant, independent contractor or supplier of the Company to cease to do business with the Company; or directly engage in employment either as an employee or as a full time or substantially full time independent contractor in any business in competition with the Company; provided, however, that nothing herein prohibits Employee from engaging in activities as a consultant for any such business under the auspices of a bona fide consulting arrangement. For purposes of this provision only women's apparel specialty chains selling similar merchandise at similar prices shall be deemed to be in competition with the company. G. Employee acknowledges that any rights he has to purchase stock pursuant to any stock option agreement with the Company are hereby terminated and shall no longer be of any force or effect as of the date hereof, except with respect to those options set forth in paragraph 6.G. above which are exercisable as of February 9, 1996 by Employee. Employee agrees to execute all documents necessary to effectuate the provisions of this paragraph 7.G.and paragraph 6.G. above; and H. Employee further agrees and covenants that neither he nor any person, organization or any other entity acting on his behalf will file, charge, claim, sue, participate in, join or cause or permit to be filed, charged or claimed any action for damages or other relief (including injunctive, declaratory, monetary or other) against Releasees, with respect to any matter arising from or related to his employment with or termination of that employment and/or any action or claim which is subject of the General Release set forth in the foregoing paragraph of this Agreement; and I. Employee further agrees not to disclose the terms or conditions hereof to any person, other than to members of his immediate family, to his accountant, and to his attorney and to them only with instructions that they are not to disclose the terms or conditions of this hereof to any other person; and

SZEFTEL (12/04/95), PAGE 10 J. Employee further agrees to be responsible for the reporting and the payment of all income taxes as my later be determined payable with respect to the amounts set forth in paragraph 6.D. hereof. The Employee also agrees to indemnify the Company and hold it harmless from and against any damages, penalties, and expenses relating to any actions or claims brought by any federal, state or local tax authority for monies paid pursuant to paragraph 6.D. of this Agreement, provided, however, the Employee shall have the right to contest at his sole expense, any such actions or claims. However, this paragraph, in addition to other remedies available, shall be void should the Company violate paragraph 6.D. of this Agreement by issuing a W-2 or 1099 to the Employee for the monies described in paragraph 6.D. 8. The parties hereto agree and acknowledge that this Agreement shall not be interpreted to render either party to be a prevailing party for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise. 9. The parties hereto agree that, should the Employee become deceased prior to the satisfaction of all obligations

SZEFTEL (12/04/95), PAGE 10 J. Employee further agrees to be responsible for the reporting and the payment of all income taxes as my later be determined payable with respect to the amounts set forth in paragraph 6.D. hereof. The Employee also agrees to indemnify the Company and hold it harmless from and against any damages, penalties, and expenses relating to any actions or claims brought by any federal, state or local tax authority for monies paid pursuant to paragraph 6.D. of this Agreement, provided, however, the Employee shall have the right to contest at his sole expense, any such actions or claims. However, this paragraph, in addition to other remedies available, shall be void should the Company violate paragraph 6.D. of this Agreement by issuing a W-2 or 1099 to the Employee for the monies described in paragraph 6.D. 8. The parties hereto agree and acknowledge that this Agreement shall not be interpreted to render either party to be a prevailing party for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise. 9. The parties hereto agree that, should the Employee become deceased prior to the satisfaction of all obligations to him, and of him, under this Agreement, the remaining obligations due to and of Employee shall inure to his spouse, or if he is not survived by his spouse, then to his estate. 10. The parties agree that any claim of a breach of any paragraph of this Agreement must be brought before a Court of competent jurisdiction. 11. The parties hereto acknowledge that this Agreement constitutes the entire Agreement between the parties, and that it fully supersedes any and all prior agreements or understandings pertaining to Employee's employment with, and termination of employment from, the Company, and that the consideration set forth in paragraphs five and six above constitutes the entire consideration, financial or otherwise, to be made by the Company to the Employee including salary, severance, bonus, vacation, benefits, costs, stock grants or grants of stock options, or any other payments, other than distribution of any funds in Employee's 401(k) and Profit Sharing Plan. 12. The parties acknowledge that they have not been induced to enter into this Agreement as to any representations or statements, oral or written, not expressly contained herein, nor expressly incorporated by reference. The parties further agree that they have freely and voluntarily entered into this Agreement.

SZEFTEL (12/04/95), PAGE 11 13. No waiver, alterations, or modifications of any of the provisions of this Agreement shall be binding unless made in writing and signed by both the Employee and a duly authorized representative of the Company. 14. If any non-economic provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 15. Notwithstanding any language herein to the contrary, the release and discharge of rights and claims arising under the Age Discrimination in Employment Act of 1967 does not include any waiver of rights or claims that may arise after the date this Agreement is executed. 16. Both the Employee and the Company agree that the Employee has been advised in writing to consult with an attorney prior to executing this Agreement and the Employee acknowledges that he has done so to the extent that he deems to be appropriate. 17. The Employee acknowledges that he has been given a period of twenty-one (21) days within which to consider whether he wishes to enter into this Agreement before signing it and that should the Company not receive this Settlement Agreement and Release executed by Employee by December 16, 1995 this Settlement Agreement and Release shall be null and void, except that the termination of Employee's employment by the Company and his removal as an officer and Chief Financial Officer will nevertheless be effective no later than February 9, 1996.

SZEFTEL (12/04/95), PAGE 11 13. No waiver, alterations, or modifications of any of the provisions of this Agreement shall be binding unless made in writing and signed by both the Employee and a duly authorized representative of the Company. 14. If any non-economic provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 15. Notwithstanding any language herein to the contrary, the release and discharge of rights and claims arising under the Age Discrimination in Employment Act of 1967 does not include any waiver of rights or claims that may arise after the date this Agreement is executed. 16. Both the Employee and the Company agree that the Employee has been advised in writing to consult with an attorney prior to executing this Agreement and the Employee acknowledges that he has done so to the extent that he deems to be appropriate. 17. The Employee acknowledges that he has been given a period of twenty-one (21) days within which to consider whether he wishes to enter into this Agreement before signing it and that should the Company not receive this Settlement Agreement and Release executed by Employee by December 16, 1995 this Settlement Agreement and Release shall be null and void, except that the termination of Employee's employment by the Company and his removal as an officer and Chief Financial Officer will nevertheless be effective no later than February 9, 1996. 18. Within seven (7) days following the execution of this Agreement, Employee may revoke this Agreement by providing written notice to the Company, and until revocation period has expired, this Agreement shall not become effective or enforceable. Any written notice required under this Agreement shall be effective if delivered personally or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:
If to the Company: Charming Shoppes, Inc. 3750 State Road Bensalem, PA 19020 Attn: Anthony A. DeSabato Executive Vice President Ivan M. Szeftel 1318 Flat Rock Road Penn Valley, PA 19072

If to the Employee:

SZEFTEL (12/04/95), PAGE 12 Either party may change the address to which notice is required to be given under this Agreement by giving notice thereof in the manner required hereinabove. 19. In the event that Employee revokes this Agreement in the manner provided herein, Employee will immediately return to the Company all consideration which may have been paid pursuant to this Agreement prior to the date of its revocation. 20. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 21. The Company represents to the Employee that the person executing this Agreement on behalf of the Company has the authority to do so and that the terms hereof have been approved by the Stock Option Committee and Compensation Committee of the Board of Directors of the Company.

SZEFTEL (12/04/95), PAGE 12 Either party may change the address to which notice is required to be given under this Agreement by giving notice thereof in the manner required hereinabove. 19. In the event that Employee revokes this Agreement in the manner provided herein, Employee will immediately return to the Company all consideration which may have been paid pursuant to this Agreement prior to the date of its revocation. 20. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 21. The Company represents to the Employee that the person executing this Agreement on behalf of the Company has the authority to do so and that the terms hereof have been approved by the Stock Option Committee and Compensation Committee of the Board of Directors of the Company.

SZEFTEL (12/04/95), PAGE 13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written beneath their respective signatures.
FOR THE COMPANY: FOR THE EMPLOYEE:

- ---------------------------------Anthony A. DeSabato, Esquire Executive Vice President/ Corporate Director Human Resources

---------------------------------Ivan Szeftel

/ / - -----------------------Date

/ -----------------------Date

/

TDS/rej

EXHIBIT 10.2.20 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into as of this 9th day of February, 1996 (the "Effective Date") by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc. and its subsidiaries are referred to collectively as the "Company") and Philip Wachs (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have decided to terminate the employment relationship between the Employee and the Company effective as of February 9, 1996 and Employee has informed the Company that he will resign as Chief Operating Officer and as Chairman of the Board of Directors of the Company as of that date; and WHEREAS, the parties hereto desire to resolve and settle amicably any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or

SZEFTEL (12/04/95), PAGE 13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written beneath their respective signatures.
FOR THE COMPANY: FOR THE EMPLOYEE:

- ---------------------------------Anthony A. DeSabato, Esquire Executive Vice President/ Corporate Director Human Resources

---------------------------------Ivan Szeftel

/ / - -----------------------Date

/ -----------------------Date

/

TDS/rej

EXHIBIT 10.2.20 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into as of this 9th day of February, 1996 (the "Effective Date") by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc. and its subsidiaries are referred to collectively as the "Company") and Philip Wachs (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have decided to terminate the employment relationship between the Employee and the Company effective as of February 9, 1996 and Employee has informed the Company that he will resign as Chief Operating Officer and as Chairman of the Board of Directors of the Company as of that date; and WHEREAS, the parties hereto desire to resolve and settle amicably any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or separation of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or separation of employment: NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the sufficiency of which is hereby acknowledged and which is expressly acknowledged to be in addition to anything of value which Employee is already entitled to

receive, the Company and the Employee agree as follows: 1. This Agreement shall not constitute or be construed as a determination of liability of either the Company or the Employee on the merits of any claims, allegations, or disputes by or between the Company and the Employee, any such liability being expressly denied by the Company and by the Employee. 2. This Agreement shall not be construed as an admission by the Company or by the Employee of any liability whatsoever, nor as an admission by the Employee of any act of wrongdoing, nor an admission by the Company of any acts of wrongdoing and/or discrimination against the Employee on the part of either the Company or the

EXHIBIT 10.2.20 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into as of this 9th day of February, 1996 (the "Effective Date") by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc. and its subsidiaries are referred to collectively as the "Company") and Philip Wachs (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have decided to terminate the employment relationship between the Employee and the Company effective as of February 9, 1996 and Employee has informed the Company that he will resign as Chief Operating Officer and as Chairman of the Board of Directors of the Company as of that date; and WHEREAS, the parties hereto desire to resolve and settle amicably any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or separation of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or separation of employment: NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the sufficiency of which is hereby acknowledged and which is expressly acknowledged to be in addition to anything of value which Employee is already entitled to

receive, the Company and the Employee agree as follows: 1. This Agreement shall not constitute or be construed as a determination of liability of either the Company or the Employee on the merits of any claims, allegations, or disputes by or between the Company and the Employee, any such liability being expressly denied by the Company and by the Employee. 2. This Agreement shall not be construed as an admission by the Company or by the Employee of any liability whatsoever, nor as an admission by the Employee of any act of wrongdoing, nor an admission by the Company of any acts of wrongdoing and/or discrimination against the Employee on the part of either the Company or the officers, directors, employees, attorneys, or agents of the Company, any such acts by either party being expressly denied. 3. The Employee represents that he has not filed any Complaint or Charge of discrimination, breach of contract or unjust termination against the Company with any local, state, or federal agency or Court, that he will not do so at any time hereafter, and that if any agency or Court assumes jurisdiction of any Complaint or Charge on behalf of the Employee, he will formally petition such agency or Court to withdraw from the matter, if he initiated such action. The foregoing sentence shall not be applicable with respect to any action of any kind whatsoever taken by or on behalf of the Employee to enforce the provisions of this Agreement.

4. As material inducement to the parties to enter into this Agreement, the Employee, on behalf of himself, and his heirs, legatees, representatives, transferees and assigns, and the Company, on behalf of itself, successors and assigns, do hereby release, remise, and forever discharge the other, and, in the case of the Company, all of its affiliated and subsidiary companies, and any of its, or their, directors, officers, agents, employees, representatives, successors and assigns with respect to the following: (i) Any and all claims, liabilities, causes of actions of any kind whatsoever which either party may have against the other through and including the Effective Date. This general release is intended by both parties to be complete and comprehensive and shall be limited only by the specific provisions set forth in subparagraph (iii) below.

receive, the Company and the Employee agree as follows: 1. This Agreement shall not constitute or be construed as a determination of liability of either the Company or the Employee on the merits of any claims, allegations, or disputes by or between the Company and the Employee, any such liability being expressly denied by the Company and by the Employee. 2. This Agreement shall not be construed as an admission by the Company or by the Employee of any liability whatsoever, nor as an admission by the Employee of any act of wrongdoing, nor an admission by the Company of any acts of wrongdoing and/or discrimination against the Employee on the part of either the Company or the officers, directors, employees, attorneys, or agents of the Company, any such acts by either party being expressly denied. 3. The Employee represents that he has not filed any Complaint or Charge of discrimination, breach of contract or unjust termination against the Company with any local, state, or federal agency or Court, that he will not do so at any time hereafter, and that if any agency or Court assumes jurisdiction of any Complaint or Charge on behalf of the Employee, he will formally petition such agency or Court to withdraw from the matter, if he initiated such action. The foregoing sentence shall not be applicable with respect to any action of any kind whatsoever taken by or on behalf of the Employee to enforce the provisions of this Agreement.

4. As material inducement to the parties to enter into this Agreement, the Employee, on behalf of himself, and his heirs, legatees, representatives, transferees and assigns, and the Company, on behalf of itself, successors and assigns, do hereby release, remise, and forever discharge the other, and, in the case of the Company, all of its affiliated and subsidiary companies, and any of its, or their, directors, officers, agents, employees, representatives, successors and assigns with respect to the following: (i) Any and all claims, liabilities, causes of actions of any kind whatsoever which either party may have against the other through and including the Effective Date. This general release is intended by both parties to be complete and comprehensive and shall be limited only by the specific provisions set forth in subparagraph (iii) below. (ii) In addition to the foregoing general release, the Employee specifically releases the Company from any and all claims, accounts, charges, actions, causes of actions, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or any violation of any federal, state or municipal law creating

a cause of action in an employee, or former employee, or his representative, against his employer, or former employer. (iii) Notwithstanding the foregoing provisions of this paragraph 4, the following are specifically excluded from the scope of the release contained herein: A. All obligations required of the Employee or the Company which are specifically provided for under this Agreement; B. The Employee's right to receive accrued but unpaid benefits under any employee benefit plan maintained by the Company. C. The Employee's right to be indemnified, defended and held harmless under any indemnification provision applicable generally to past or present directors and officers of the Company.

5. The parties further agree as follows: A. Resignation as Chief Operating Officer and Chairman of the Board of Directors: Upon the Effective Date,

4. As material inducement to the parties to enter into this Agreement, the Employee, on behalf of himself, and his heirs, legatees, representatives, transferees and assigns, and the Company, on behalf of itself, successors and assigns, do hereby release, remise, and forever discharge the other, and, in the case of the Company, all of its affiliated and subsidiary companies, and any of its, or their, directors, officers, agents, employees, representatives, successors and assigns with respect to the following: (i) Any and all claims, liabilities, causes of actions of any kind whatsoever which either party may have against the other through and including the Effective Date. This general release is intended by both parties to be complete and comprehensive and shall be limited only by the specific provisions set forth in subparagraph (iii) below. (ii) In addition to the foregoing general release, the Employee specifically releases the Company from any and all claims, accounts, charges, actions, causes of actions, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or any violation of any federal, state or municipal law creating

a cause of action in an employee, or former employee, or his representative, against his employer, or former employer. (iii) Notwithstanding the foregoing provisions of this paragraph 4, the following are specifically excluded from the scope of the release contained herein: A. All obligations required of the Employee or the Company which are specifically provided for under this Agreement; B. The Employee's right to receive accrued but unpaid benefits under any employee benefit plan maintained by the Company. C. The Employee's right to be indemnified, defended and held harmless under any indemnification provision applicable generally to past or present directors and officers of the Company.

5. The parties further agree as follows: A. Resignation as Chief Operating Officer and Chairman of the Board of Directors: Upon the Effective Date, Employee resigns as Chief Operating Officer, Chairman of the Board of Directors, and as an Officer of the Company. Employee shall remain as a member of the Board of Directors of the Company for the remainder of his current term and shall be entitled to all of the rights and privileges customarily provided to Directors of the Company, provided that Employee shall not receive compensation for service on the Board of Directors during such period of time as he is receiving salary continuation payments in accordance with subparagraph 5.B. hereof. B. Salary Continuation: The Company will pay the Employee a sum of Two Million One Hundred Sixty Thousand Dollars and Ninety Six Cents ($2,160,000.96) in three hundred twelve (312) equal weekly installments of Six Thousand Nine Hundred Twenty-Three Dollars and Eight cents ($6,923.08). All such payments shall be reduced by withholding for the Employee's share of tax liabilities and the employee contribution for medical benefits as set forth in subparagraph 5.C. Payments under this subparagraph B. shall commence on the first

Friday after the Effective Date and such payments to cease after the 312th weekly payment. In the event there is a change in the frequency with which senior Executives of the Company are paid, salary continuation payments to the Employee will be changed in accordance therewith. C. Benefits: (1) The Company shall continue to provide to the Employee and his eligible dependents those benefits made available, from time to time, under the Company's health care insurance programs through

a cause of action in an employee, or former employee, or his representative, against his employer, or former employer. (iii) Notwithstanding the foregoing provisions of this paragraph 4, the following are specifically excluded from the scope of the release contained herein: A. All obligations required of the Employee or the Company which are specifically provided for under this Agreement; B. The Employee's right to receive accrued but unpaid benefits under any employee benefit plan maintained by the Company. C. The Employee's right to be indemnified, defended and held harmless under any indemnification provision applicable generally to past or present directors and officers of the Company.

5. The parties further agree as follows: A. Resignation as Chief Operating Officer and Chairman of the Board of Directors: Upon the Effective Date, Employee resigns as Chief Operating Officer, Chairman of the Board of Directors, and as an Officer of the Company. Employee shall remain as a member of the Board of Directors of the Company for the remainder of his current term and shall be entitled to all of the rights and privileges customarily provided to Directors of the Company, provided that Employee shall not receive compensation for service on the Board of Directors during such period of time as he is receiving salary continuation payments in accordance with subparagraph 5.B. hereof. B. Salary Continuation: The Company will pay the Employee a sum of Two Million One Hundred Sixty Thousand Dollars and Ninety Six Cents ($2,160,000.96) in three hundred twelve (312) equal weekly installments of Six Thousand Nine Hundred Twenty-Three Dollars and Eight cents ($6,923.08). All such payments shall be reduced by withholding for the Employee's share of tax liabilities and the employee contribution for medical benefits as set forth in subparagraph 5.C. Payments under this subparagraph B. shall commence on the first

Friday after the Effective Date and such payments to cease after the 312th weekly payment. In the event there is a change in the frequency with which senior Executives of the Company are paid, salary continuation payments to the Employee will be changed in accordance therewith. C. Benefits: (1) The Company shall continue to provide to the Employee and his eligible dependents those benefits made available, from time to time, under the Company's health care insurance programs through February 28, 2002 as if Employee remained employed by the Company through such date, including, without limitation, medical insurance, dental insurance, vision insurance and prescription insurance. The parties acknowledge that Employee's rights arising under COBRA shall be unaffected by the provisions of this Agreement, and such rights shall be applicable commencing February 28, 2002. (2) The Company shall provide Employee through February 28, 2002 the benefits made available to other senior Executives of the Company under the "Perk Plan". (3) The Company shall maintain, in full force and effect, the following split dollar life insurance policies: Manufacturer's Life Insurance Company (policy no. 5838216-9), Canada Life Assurance Company (policy no. 2635197), Chubb Life Insurance Company of America (policy no. 2119744) and Pacific Mutual Life Insurance Company (policy no. IA2283983-0). The Company agrees that it shall pay all premiums to maintain the same death benefit in effect on the Effective Date and in accordance with the Split Dollar Agreements executed between

Company and Employee or his designee, and that Company shall take no action with respect to any of the aforesaid insurance policies without the written permission of the Employee. The Company agrees that any other

5. The parties further agree as follows: A. Resignation as Chief Operating Officer and Chairman of the Board of Directors: Upon the Effective Date, Employee resigns as Chief Operating Officer, Chairman of the Board of Directors, and as an Officer of the Company. Employee shall remain as a member of the Board of Directors of the Company for the remainder of his current term and shall be entitled to all of the rights and privileges customarily provided to Directors of the Company, provided that Employee shall not receive compensation for service on the Board of Directors during such period of time as he is receiving salary continuation payments in accordance with subparagraph 5.B. hereof. B. Salary Continuation: The Company will pay the Employee a sum of Two Million One Hundred Sixty Thousand Dollars and Ninety Six Cents ($2,160,000.96) in three hundred twelve (312) equal weekly installments of Six Thousand Nine Hundred Twenty-Three Dollars and Eight cents ($6,923.08). All such payments shall be reduced by withholding for the Employee's share of tax liabilities and the employee contribution for medical benefits as set forth in subparagraph 5.C. Payments under this subparagraph B. shall commence on the first

Friday after the Effective Date and such payments to cease after the 312th weekly payment. In the event there is a change in the frequency with which senior Executives of the Company are paid, salary continuation payments to the Employee will be changed in accordance therewith. C. Benefits: (1) The Company shall continue to provide to the Employee and his eligible dependents those benefits made available, from time to time, under the Company's health care insurance programs through February 28, 2002 as if Employee remained employed by the Company through such date, including, without limitation, medical insurance, dental insurance, vision insurance and prescription insurance. The parties acknowledge that Employee's rights arising under COBRA shall be unaffected by the provisions of this Agreement, and such rights shall be applicable commencing February 28, 2002. (2) The Company shall provide Employee through February 28, 2002 the benefits made available to other senior Executives of the Company under the "Perk Plan". (3) The Company shall maintain, in full force and effect, the following split dollar life insurance policies: Manufacturer's Life Insurance Company (policy no. 5838216-9), Canada Life Assurance Company (policy no. 2635197), Chubb Life Insurance Company of America (policy no. 2119744) and Pacific Mutual Life Insurance Company (policy no. IA2283983-0). The Company agrees that it shall pay all premiums to maintain the same death benefit in effect on the Effective Date and in accordance with the Split Dollar Agreements executed between

Company and Employee or his designee, and that Company shall take no action with respect to any of the aforesaid insurance policies without the written permission of the Employee. The Company agrees that any other life insurance provided to Employee on the Effective Date, other than group term and life and group travel and accident insurance, shall be continued to be provided by the Company on the same terms and conditions as the aforesaid split dollar life insurance
policies. D. Car: The Company will provide Employee with use of a Company car including insurance in accordance with the Company's Executive car policy in effect as of the Effective Date until February 28, 2002. Employee shall have the right to purchase from the Company the car he is using on February 28, 2002, at the average wholesale value of the car; and E. Stock Options: (1) The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 60,000 shares of the Company's common stock at the exercise price of $.3333 per share under the Company's 1988

Friday after the Effective Date and such payments to cease after the 312th weekly payment. In the event there is a change in the frequency with which senior Executives of the Company are paid, salary continuation payments to the Employee will be changed in accordance therewith. C. Benefits: (1) The Company shall continue to provide to the Employee and his eligible dependents those benefits made available, from time to time, under the Company's health care insurance programs through February 28, 2002 as if Employee remained employed by the Company through such date, including, without limitation, medical insurance, dental insurance, vision insurance and prescription insurance. The parties acknowledge that Employee's rights arising under COBRA shall be unaffected by the provisions of this Agreement, and such rights shall be applicable commencing February 28, 2002. (2) The Company shall provide Employee through February 28, 2002 the benefits made available to other senior Executives of the Company under the "Perk Plan". (3) The Company shall maintain, in full force and effect, the following split dollar life insurance policies: Manufacturer's Life Insurance Company (policy no. 5838216-9), Canada Life Assurance Company (policy no. 2635197), Chubb Life Insurance Company of America (policy no. 2119744) and Pacific Mutual Life Insurance Company (policy no. IA2283983-0). The Company agrees that it shall pay all premiums to maintain the same death benefit in effect on the Effective Date and in accordance with the Split Dollar Agreements executed between

Company and Employee or his designee, and that Company shall take no action with respect to any of the aforesaid insurance policies without the written permission of the Employee. The Company agrees that any other life insurance provided to Employee on the Effective Date, other than group term and life and group travel and accident insurance, shall be continued to be provided by the Company on the same terms and conditions as the aforesaid split dollar life insurance
policies. D. Car: The Company will provide Employee with use of a Company car including insurance in accordance with the Company's Executive car policy in effect as of the Effective Date until February 28, 2002. Employee shall have the right to purchase from the Company the car he is using on February 28, 2002, at the average wholesale value of the car; and E. Stock Options: (1) The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 60,000 shares of the Company's common stock at the exercise price of $.3333 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a KESIP Exchange Stock Option Agreement dated January 10, 1989 between the Company and Employee (Grant No. 900071); (ii) 40,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated June 23, 1989 between the

Company and Employee (Grant No. 900505);

(iii) 480,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200085); (iv) 100,000 shares of the Company's common stock at the exercise price of $6.1875 per share under the Company's 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 4,1991 between

Company and Employee or his designee, and that Company shall take no action with respect to any of the aforesaid insurance policies without the written permission of the Employee. The Company agrees that any other life insurance provided to Employee on the Effective Date, other than group term and life and group travel and accident insurance, shall be continued to be provided by the Company on the same terms and conditions as the aforesaid split dollar life insurance
policies. D. Car: The Company will provide Employee with use of a Company car including insurance in accordance with the Company's Executive car policy in effect as of the Effective Date until February 28, 2002. Employee shall have the right to purchase from the Company the car he is using on February 28, 2002, at the average wholesale value of the car; and E. Stock Options: (1) The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 60,000 shares of the Company's common stock at the exercise price of $.3333 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a KESIP Exchange Stock Option Agreement dated January 10, 1989 between the Company and Employee (Grant No. 900071); (ii) 40,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated June 23, 1989 between the

Company and Employee (Grant No. 900505);

(iii) 480,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200085); (iv) 100,000 shares of the Company's common stock at the exercise price of $6.1875 per share under the Company's 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 4,1991 between the Company and Employee (Grant No. 200187); (v) 90,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated December 5, 1991 between the Company and Employee (Grant No. 900843); (vi) 70,000 shares of the Company's common stock at the exercise price of $13.50 per share under the 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 3, 1992 between the Company and Employee (Grant No. 200246); (vii) 67,500 shares of the Company's common stock at the exercise price of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. 300099); (viii) 67,500 shares of the Company's common stock at the exercise price of $15.125 per share under the

Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. (P30008); (ix) 105,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300227); (x) 105,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance- Accelerated Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. P30016);

(iii) 480,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200085); (iv) 100,000 shares of the Company's common stock at the exercise price of $6.1875 per share under the Company's 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 4,1991 between the Company and Employee (Grant No. 200187); (v) 90,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a Key Employee Stock Option Agreement dated December 5, 1991 between the Company and Employee (Grant No. 900843); (vi) 70,000 shares of the Company's common stock at the exercise price of $13.50 per share under the 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated February 3, 1992 between the Company and Employee (Grant No. 200246); (vii) 67,500 shares of the Company's common stock at the exercise price of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. 300099); (viii) 67,500 shares of the Company's common stock at the exercise price of $15.125 per share under the

Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. (P30008); (ix) 105,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300227); (x) 105,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance- Accelerated Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. P30016); (xi) 115,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. 300504); (xii) 115,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. P30018);

(2) Pursuant to said plans and agreements [set forth above as items (i) through (xii)] the Employee has options to purchase stock which are exercisable as of the Effective Date as follows: Grant Expiration Date (a) Grant No. 900071 -- 60,000 shares at $.3333 per share -- November 28, 1998 (b) Grant No. 900505 -- 40,000 shares at $.50 per share -- June 7, 1999 (c) Grant No. 200085 -- 480,000 shares at $4.50 per share -- March 29, 2000 (d) Grant No. 200187 -- 100,000 shares at $6.1875 per share -- February 4, 2001 (e) Grant No. 900843-- 60,000 shares at $.50 per share -- February 9, 2001 (f) Grant No. 200246 -- 70,000 shares at $13.50 per share -- Canceled (g) Grant No. 300099 -- 27,000 shares at $15.125 per share -- Canceled (h) Grant No. 300227 -- 42,000 shares at $11.125 per share -- Canceled (i) Grant No. 300504 -- 23,000 shares at $6.00 per share -- February 6, 2005 Under the terms of the respective plans and agreements, the options set forth above as items (a) through (i) shall expire if not exercised by the Employee within 90 days of the Effective Date. The Company agrees to extend until the earlier of February 28, 2002 and the dates set forth beside each option grant under the caption "Grant Expiration Date", the time during which the options set forth above as items (a), (b), (c), (d), (e) and (i), shall be exercisable provided Employee timely executes amendments (to be prepared by the Company) to the respective stock option agreements to

Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. (P30008); (ix) 105,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300227); (x) 105,000 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance- Accelerated Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. P30016); (xi) 115,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. 300504); (xii) 115,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Performance-Accelerated Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. P30018);

(2) Pursuant to said plans and agreements [set forth above as items (i) through (xii)] the Employee has options to purchase stock which are exercisable as of the Effective Date as follows: Grant Expiration Date (a) Grant No. 900071 -- 60,000 shares at $.3333 per share -- November 28, 1998 (b) Grant No. 900505 -- 40,000 shares at $.50 per share -- June 7, 1999 (c) Grant No. 200085 -- 480,000 shares at $4.50 per share -- March 29, 2000 (d) Grant No. 200187 -- 100,000 shares at $6.1875 per share -- February 4, 2001 (e) Grant No. 900843-- 60,000 shares at $.50 per share -- February 9, 2001 (f) Grant No. 200246 -- 70,000 shares at $13.50 per share -- Canceled (g) Grant No. 300099 -- 27,000 shares at $15.125 per share -- Canceled (h) Grant No. 300227 -- 42,000 shares at $11.125 per share -- Canceled (i) Grant No. 300504 -- 23,000 shares at $6.00 per share -- February 6, 2005 Under the terms of the respective plans and agreements, the options set forth above as items (a) through (i) shall expire if not exercised by the Employee within 90 days of the Effective Date. The Company agrees to extend until the earlier of February 28, 2002 and the dates set forth beside each option grant under the caption "Grant Expiration Date", the time during which the options set forth above as items (a), (b), (c), (d), (e) and (i), shall be exercisable provided Employee timely executes amendments (to be prepared by the Company) to the respective stock option agreements to

effectuate said extensions. The options set forth above as items (f), (g) and (h) are forfeited by Employee upon the Effective Date. Pursuant to said plans and agreements [set forth above as items (i) through (xii)] the Employee has options to purchase stock which are scheduled to become exercisable as follows, provided Employee continued to be employed by the Company on the exercise date: (1) Grant No. 900843 -- 30,000 shares at $.50 per share on December 5, 1996 (2) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1996 (3) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1997 (4) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1998 (5) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 1998 (6) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 1999 (7) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2000 (8) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2001 (9) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2002 (10) Grant No. 300227 -- 21,000 shares at $11.125 per share on February 1, 1998 (11) Grant No. 300227 -- 21,000 shares at $11.125 per share on February 1, 1999

(2) Pursuant to said plans and agreements [set forth above as items (i) through (xii)] the Employee has options to purchase stock which are exercisable as of the Effective Date as follows: Grant Expiration Date (a) Grant No. 900071 -- 60,000 shares at $.3333 per share -- November 28, 1998 (b) Grant No. 900505 -- 40,000 shares at $.50 per share -- June 7, 1999 (c) Grant No. 200085 -- 480,000 shares at $4.50 per share -- March 29, 2000 (d) Grant No. 200187 -- 100,000 shares at $6.1875 per share -- February 4, 2001 (e) Grant No. 900843-- 60,000 shares at $.50 per share -- February 9, 2001 (f) Grant No. 200246 -- 70,000 shares at $13.50 per share -- Canceled (g) Grant No. 300099 -- 27,000 shares at $15.125 per share -- Canceled (h) Grant No. 300227 -- 42,000 shares at $11.125 per share -- Canceled (i) Grant No. 300504 -- 23,000 shares at $6.00 per share -- February 6, 2005 Under the terms of the respective plans and agreements, the options set forth above as items (a) through (i) shall expire if not exercised by the Employee within 90 days of the Effective Date. The Company agrees to extend until the earlier of February 28, 2002 and the dates set forth beside each option grant under the caption "Grant Expiration Date", the time during which the options set forth above as items (a), (b), (c), (d), (e) and (i), shall be exercisable provided Employee timely executes amendments (to be prepared by the Company) to the respective stock option agreements to

effectuate said extensions. The options set forth above as items (f), (g) and (h) are forfeited by Employee upon the Effective Date. Pursuant to said plans and agreements [set forth above as items (i) through (xii)] the Employee has options to purchase stock which are scheduled to become exercisable as follows, provided Employee continued to be employed by the Company on the exercise date: (1) Grant No. 900843 -- 30,000 shares at $.50 per share on December 5, 1996 (2) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1996 (3) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1997 (4) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1998 (5) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 1998 (6) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 1999 (7) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2000 (8) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2001 (9) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2002 (10) Grant No. 300227 -- 21,000 shares at $11.125 per share on February 1, 1998 (11) Grant No. 300227 -- 21,000 shares at $11.125 per share on February 1, 1999 (12) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 1999 (13) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 2000 (14) Grant No. P30016 - -21,000 shares at $11.125 per share on February 1, 2001 (15) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 2002

(16) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 2003 (17) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1997 (18) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1998 (19) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1999 (20) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 2000 (21) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2000 (22) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2001 (23) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2002

effectuate said extensions. The options set forth above as items (f), (g) and (h) are forfeited by Employee upon the Effective Date. Pursuant to said plans and agreements [set forth above as items (i) through (xii)] the Employee has options to purchase stock which are scheduled to become exercisable as follows, provided Employee continued to be employed by the Company on the exercise date: (1) Grant No. 900843 -- 30,000 shares at $.50 per share on December 5, 1996 (2) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1996 (3) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1997 (4) Grant No. 300099 -- 13,500 shares at $15.1250 per share on April 7, 1998 (5) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 1998 (6) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 1999 (7) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2000 (8) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2001 (9) Grant No. P30008 -- 13,500 shares at $15.1250 per share on April 7, 2002 (10) Grant No. 300227 -- 21,000 shares at $11.125 per share on February 1, 1998 (11) Grant No. 300227 -- 21,000 shares at $11.125 per share on February 1, 1999 (12) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 1999 (13) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 2000 (14) Grant No. P30016 - -21,000 shares at $11.125 per share on February 1, 2001 (15) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 2002

(16) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 2003 (17) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1997 (18) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1998 (19) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1999 (20) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 2000 (21) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2000 (22) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2001 (23) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2002 (24) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2003 (25) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6,2004 The options listed in items (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16), (21), (22), (23), (24) and (25) are forfeited upon the Effective Date.

The Company agrees to allow the options listed in items (1), (17), (18), (19) and (20) to become exercisable on the dates on which they were scheduled and all such grants shall be exercisable under the conditions they were exercisable in accordance with the original option agreements pursuant to which said grants were issued and to extend the said exercise date until February 28, 2002 with respect to the options listed in items (17), (18), (19) and (20) and until February 9, 2001 with respect to the options listed in item (1) above provided Employee timely executes amendments (to be prepared by the Company) to the respective stock option agreements to effectuate said extensions. Employee acknowledges that while he remains a member of the Company's Board of Directors he will be subject to the Company's various policies that generally apply to members of the Company's Board of Directors and that should he cease to be a member of the Company's Board of Directors he will nevertheless contact the Company's General Counsel prior to the sale of stock subject to this Agreement so that the General Counsel can advise Employee on the possible impact on the Company of said sale at that time.

(16) Grant No. P30016 -- 21,000 shares at $11.125 per share on February 1, 2003 (17) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1997 (18) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1998 (19) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 1999 (20) Grant No. 300504 -- 23,000 shares at $6.00 per share on February 6, 2000 (21) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2000 (22) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2001 (23) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2002 (24) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6, 2003 (25) Grant No. P30018 -- 23,000 shares at $6.00 per share on February 6,2004 The options listed in items (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16), (21), (22), (23), (24) and (25) are forfeited upon the Effective Date.

The Company agrees to allow the options listed in items (1), (17), (18), (19) and (20) to become exercisable on the dates on which they were scheduled and all such grants shall be exercisable under the conditions they were exercisable in accordance with the original option agreements pursuant to which said grants were issued and to extend the said exercise date until February 28, 2002 with respect to the options listed in items (17), (18), (19) and (20) and until February 9, 2001 with respect to the options listed in item (1) above provided Employee timely executes amendments (to be prepared by the Company) to the respective stock option agreements to effectuate said extensions. Employee acknowledges that while he remains a member of the Company's Board of Directors he will be subject to the Company's various policies that generally apply to members of the Company's Board of Directors and that should he cease to be a member of the Company's Board of Directors he will nevertheless contact the Company's General Counsel prior to the sale of stock subject to this Agreement so that the General Counsel can advise Employee on the possible impact on the Company of said sale at that time. F. Expenses: The Company further agrees to provide the Employee with reimbursement of those expenses that Employee has actually incurred in performing his duties as an employee of the Company through the close of business on the last day of Employee's employment by the Company

which have not previously been reimbursed provided that Employee submits a final expense report to Anthony A. DeSabato on a date no later than April 1, 1996. G. Associate Discount: Employee shall retain the right to utilize the Company's associate discount on purchases at Company stores through February 28, 2002. 6. The Employee, upon execution of this Agreement, and for and in consideration of the promises and obligations contained herein, agrees as follows: A. The Employee hereby acknowledges his resignation as an employee, as an officer, as Chief Operating Officer, and as Chairman of the Board of Directors effective close of business on the effective date of this Agreement and Employee expressly and specifically waives any claim for, and agrees not to seek employment, reemployment, or reinstatement with the Company and Employee expressly and specifically waives and agrees not to seek any costs or attorney's fees from the Company in connection with his termination of employment except that Company shall reimburse Employee a sum, not to exceed Three Thousand Dollars ($3,000), for fees paid to Employee's attorney in connection with the preparation of this Agreement; and

B. The Employee agrees that, on or before the close of business on the effective date of this Agreement, he will return to the Company all company property in his possession other than minor or incidental items and other than

The Company agrees to allow the options listed in items (1), (17), (18), (19) and (20) to become exercisable on the dates on which they were scheduled and all such grants shall be exercisable under the conditions they were exercisable in accordance with the original option agreements pursuant to which said grants were issued and to extend the said exercise date until February 28, 2002 with respect to the options listed in items (17), (18), (19) and (20) and until February 9, 2001 with respect to the options listed in item (1) above provided Employee timely executes amendments (to be prepared by the Company) to the respective stock option agreements to effectuate said extensions. Employee acknowledges that while he remains a member of the Company's Board of Directors he will be subject to the Company's various policies that generally apply to members of the Company's Board of Directors and that should he cease to be a member of the Company's Board of Directors he will nevertheless contact the Company's General Counsel prior to the sale of stock subject to this Agreement so that the General Counsel can advise Employee on the possible impact on the Company of said sale at that time. F. Expenses: The Company further agrees to provide the Employee with reimbursement of those expenses that Employee has actually incurred in performing his duties as an employee of the Company through the close of business on the last day of Employee's employment by the Company

which have not previously been reimbursed provided that Employee submits a final expense report to Anthony A. DeSabato on a date no later than April 1, 1996. G. Associate Discount: Employee shall retain the right to utilize the Company's associate discount on purchases at Company stores through February 28, 2002. 6. The Employee, upon execution of this Agreement, and for and in consideration of the promises and obligations contained herein, agrees as follows: A. The Employee hereby acknowledges his resignation as an employee, as an officer, as Chief Operating Officer, and as Chairman of the Board of Directors effective close of business on the effective date of this Agreement and Employee expressly and specifically waives any claim for, and agrees not to seek employment, reemployment, or reinstatement with the Company and Employee expressly and specifically waives and agrees not to seek any costs or attorney's fees from the Company in connection with his termination of employment except that Company shall reimburse Employee a sum, not to exceed Three Thousand Dollars ($3,000), for fees paid to Employee's attorney in connection with the preparation of this Agreement; and

B. The Employee agrees that, on or before the close of business on the effective date of this Agreement, he will return to the Company all company property in his possession other than minor or incidental items and other than the Company car which he will be permitted to use in accordance with the provisions of subparagraph 6.D.; and C. The Employee agrees that, on or before the close of business on the effective date of this Agreement, he will return to the Company any and all Company credit cards in his possession; and D. The Employee further agrees not to use or cause to be used for the Employee's own benefit or for the benefit of any third parties or to disclose to any third party in any manner, directly or indirectly without the express prior written consent of the Chief Executive Officer of the Company, any confidential or proprietary information or trade secrets of or relating to the business of the Company except that which is public knowledge or has been released by the Company to third parties; and E. The Employee further agrees that prior to February 28, 2002, he will not contact or cause to be contacted regarding their employment, discuss their employment with, solicit for or cause to be solicited for their employment, any individual who was a employee of the Company on the Effective Date without prior written consent of the Executive Vice President of Human Resources.

which have not previously been reimbursed provided that Employee submits a final expense report to Anthony A. DeSabato on a date no later than April 1, 1996. G. Associate Discount: Employee shall retain the right to utilize the Company's associate discount on purchases at Company stores through February 28, 2002. 6. The Employee, upon execution of this Agreement, and for and in consideration of the promises and obligations contained herein, agrees as follows: A. The Employee hereby acknowledges his resignation as an employee, as an officer, as Chief Operating Officer, and as Chairman of the Board of Directors effective close of business on the effective date of this Agreement and Employee expressly and specifically waives any claim for, and agrees not to seek employment, reemployment, or reinstatement with the Company and Employee expressly and specifically waives and agrees not to seek any costs or attorney's fees from the Company in connection with his termination of employment except that Company shall reimburse Employee a sum, not to exceed Three Thousand Dollars ($3,000), for fees paid to Employee's attorney in connection with the preparation of this Agreement; and

B. The Employee agrees that, on or before the close of business on the effective date of this Agreement, he will return to the Company all company property in his possession other than minor or incidental items and other than the Company car which he will be permitted to use in accordance with the provisions of subparagraph 6.D.; and C. The Employee agrees that, on or before the close of business on the effective date of this Agreement, he will return to the Company any and all Company credit cards in his possession; and D. The Employee further agrees not to use or cause to be used for the Employee's own benefit or for the benefit of any third parties or to disclose to any third party in any manner, directly or indirectly without the express prior written consent of the Chief Executive Officer of the Company, any confidential or proprietary information or trade secrets of or relating to the business of the Company except that which is public knowledge or has been released by the Company to third parties; and E. The Employee further agrees that prior to February 28, 2002, he will not contact or cause to be contacted regarding their employment, discuss their employment with, solicit for or cause to be solicited for their employment, any individual who was a employee of the Company on the Effective Date without prior written consent of the Executive Vice President of Human Resources.

7. The parties hereto agree and acknowledge that this Agreement shall not be interpreted to render either party to be a prevailing party for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise. 8. The parties hereto agree that, if the Employee dies prior to February 28, 2002, any amounts payable to him or any other benefits accruing to him under this Agreement including, without limitation, the stock options referred to under subparagraph 5.E., shall be paid to or inure to the personal representatives of his estate. 9. The parties hereto acknowledge that this Agreement constitutes the entire Agreement between the parties, and that it fully supersedes any and all prior agreements or understandings (other than the aforesaid split dollar agreements and stock option agreements which shall remain in full force and effect) pertaining to Employee's employment with, and termination of employment from, the Company, and that the consideration set forth in this Agreement constitutes the entire consideration, financial or otherwise, to be made by the Company to the Employee including salary, severance, bonus, vacation, benefits, costs, stock grants or grants of stock options, or any other payments, other than: (1) payment of Employee's regular pay through the last day of his employment by the Company which will be paid in accordance with the Company's regular payroll procedures, and (ii) other than distribution of any funds in Employee's 401(k) and Profit Sharing Plan. 10. The parties acknowledge that they have not been induced to enter into this Agreement as to any

B. The Employee agrees that, on or before the close of business on the effective date of this Agreement, he will return to the Company all company property in his possession other than minor or incidental items and other than the Company car which he will be permitted to use in accordance with the provisions of subparagraph 6.D.; and C. The Employee agrees that, on or before the close of business on the effective date of this Agreement, he will return to the Company any and all Company credit cards in his possession; and D. The Employee further agrees not to use or cause to be used for the Employee's own benefit or for the benefit of any third parties or to disclose to any third party in any manner, directly or indirectly without the express prior written consent of the Chief Executive Officer of the Company, any confidential or proprietary information or trade secrets of or relating to the business of the Company except that which is public knowledge or has been released by the Company to third parties; and E. The Employee further agrees that prior to February 28, 2002, he will not contact or cause to be contacted regarding their employment, discuss their employment with, solicit for or cause to be solicited for their employment, any individual who was a employee of the Company on the Effective Date without prior written consent of the Executive Vice President of Human Resources.

7. The parties hereto agree and acknowledge that this Agreement shall not be interpreted to render either party to be a prevailing party for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise. 8. The parties hereto agree that, if the Employee dies prior to February 28, 2002, any amounts payable to him or any other benefits accruing to him under this Agreement including, without limitation, the stock options referred to under subparagraph 5.E., shall be paid to or inure to the personal representatives of his estate. 9. The parties hereto acknowledge that this Agreement constitutes the entire Agreement between the parties, and that it fully supersedes any and all prior agreements or understandings (other than the aforesaid split dollar agreements and stock option agreements which shall remain in full force and effect) pertaining to Employee's employment with, and termination of employment from, the Company, and that the consideration set forth in this Agreement constitutes the entire consideration, financial or otherwise, to be made by the Company to the Employee including salary, severance, bonus, vacation, benefits, costs, stock grants or grants of stock options, or any other payments, other than: (1) payment of Employee's regular pay through the last day of his employment by the Company which will be paid in accordance with the Company's regular payroll procedures, and (ii) other than distribution of any funds in Employee's 401(k) and Profit Sharing Plan. 10. The parties acknowledge that they have not been induced to enter into this Agreement as to any representations or statements, oral or written, not expressly contained herein, nor

expressly incorporated by reference. The parties further agree that they have freely and voluntarily entered into this Agreement, and have done so after having consulted with an attorney. 11. No waiver, alterations, or modifications of any of the provisions of this Agreement shall be binding unless made in writing and signed by both the Employee and a duly authorized representative of the Company. 12. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 13. Notwithstanding any language herein to the contrary, the release and discharge of rights and claims arising under the Age Discrimination in Employment Act of 1967 does not include any waiver of rights or claims that may arise after the date this Agreement is executed. 14. Both the Employee and the Company agree that the Employee has been advised in writing to consult with an

7. The parties hereto agree and acknowledge that this Agreement shall not be interpreted to render either party to be a prevailing party for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise. 8. The parties hereto agree that, if the Employee dies prior to February 28, 2002, any amounts payable to him or any other benefits accruing to him under this Agreement including, without limitation, the stock options referred to under subparagraph 5.E., shall be paid to or inure to the personal representatives of his estate. 9. The parties hereto acknowledge that this Agreement constitutes the entire Agreement between the parties, and that it fully supersedes any and all prior agreements or understandings (other than the aforesaid split dollar agreements and stock option agreements which shall remain in full force and effect) pertaining to Employee's employment with, and termination of employment from, the Company, and that the consideration set forth in this Agreement constitutes the entire consideration, financial or otherwise, to be made by the Company to the Employee including salary, severance, bonus, vacation, benefits, costs, stock grants or grants of stock options, or any other payments, other than: (1) payment of Employee's regular pay through the last day of his employment by the Company which will be paid in accordance with the Company's regular payroll procedures, and (ii) other than distribution of any funds in Employee's 401(k) and Profit Sharing Plan. 10. The parties acknowledge that they have not been induced to enter into this Agreement as to any representations or statements, oral or written, not expressly contained herein, nor

expressly incorporated by reference. The parties further agree that they have freely and voluntarily entered into this Agreement, and have done so after having consulted with an attorney. 11. No waiver, alterations, or modifications of any of the provisions of this Agreement shall be binding unless made in writing and signed by both the Employee and a duly authorized representative of the Company. 12. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 13. Notwithstanding any language herein to the contrary, the release and discharge of rights and claims arising under the Age Discrimination in Employment Act of 1967 does not include any waiver of rights or claims that may arise after the date this Agreement is executed. 14. Both the Employee and the Company agree that the Employee has been advised in writing to consult with an attorney prior to executing this Agreement and the Employee acknowledges that he has done so to the extent that he deems to be appropriate. 15. Employee acknowledges that he has been given a period of twenty-one (21) days within which to consider whether he wishes to enter into this Agreement before signing it.

16. Within seven (7) days following the execution of this Agreement, Employee may revoke this Agreement by providing written notice to the Company, and until the revocation period has expired, this Agreement shall not become effective or enforceable. Any written notice required under this Agreement shall be effective if delivered personally or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:
If to the Company: Charming Shoppes, Inc. 3750 State Road Bensalem, PA 19020 Attn: Anthony A. DeSabato Executive Vice President

If to the Employee: Philip Wachs 464 Conshohocken State Road

expressly incorporated by reference. The parties further agree that they have freely and voluntarily entered into this Agreement, and have done so after having consulted with an attorney. 11. No waiver, alterations, or modifications of any of the provisions of this Agreement shall be binding unless made in writing and signed by both the Employee and a duly authorized representative of the Company. 12. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 13. Notwithstanding any language herein to the contrary, the release and discharge of rights and claims arising under the Age Discrimination in Employment Act of 1967 does not include any waiver of rights or claims that may arise after the date this Agreement is executed. 14. Both the Employee and the Company agree that the Employee has been advised in writing to consult with an attorney prior to executing this Agreement and the Employee acknowledges that he has done so to the extent that he deems to be appropriate. 15. Employee acknowledges that he has been given a period of twenty-one (21) days within which to consider whether he wishes to enter into this Agreement before signing it.

16. Within seven (7) days following the execution of this Agreement, Employee may revoke this Agreement by providing written notice to the Company, and until the revocation period has expired, this Agreement shall not become effective or enforceable. Any written notice required under this Agreement shall be effective if delivered personally or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:
If to the Company: Charming Shoppes, Inc. 3750 State Road Bensalem, PA 19020 Attn: Anthony A. DeSabato Executive Vice President

If to the Employee: Philip Wachs 464 Conshohocken State Road Bala Cynwyd, PA 19004 With a copy to: Matthew H. Kamens, Esquire Wolf, Block, Schorr and Solis-Cohen 111 South 15th Street Philadelphia, PA 19102

Either party may change the address to which notice is required to be given under this Agreement by giving notice thereof in the manner required hereinabove. 17. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 18. The Company represents to the Employee that the person executing this Agreement on behalf of the Company has the authority to do so.

19. The subject matter of this Agreement shall remain strictly confidential and may be disclosed only on a "need to know basis" to those agents of the parties required for its implementation or for tax or financial reporting purposes or as may be required by any laws or regulations. The Company agrees to review with Employee, in advance of its release, any press release regarding Employee's termination of employment.

16. Within seven (7) days following the execution of this Agreement, Employee may revoke this Agreement by providing written notice to the Company, and until the revocation period has expired, this Agreement shall not become effective or enforceable. Any written notice required under this Agreement shall be effective if delivered personally or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:
If to the Company: Charming Shoppes, Inc. 3750 State Road Bensalem, PA 19020 Attn: Anthony A. DeSabato Executive Vice President

If to the Employee: Philip Wachs 464 Conshohocken State Road Bala Cynwyd, PA 19004 With a copy to: Matthew H. Kamens, Esquire Wolf, Block, Schorr and Solis-Cohen 111 South 15th Street Philadelphia, PA 19102

Either party may change the address to which notice is required to be given under this Agreement by giving notice thereof in the manner required hereinabove. 17. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 18. The Company represents to the Employee that the person executing this Agreement on behalf of the Company has the authority to do so.

19. The subject matter of this Agreement shall remain strictly confidential and may be disclosed only on a "need to know basis" to those agents of the parties required for its implementation or for tax or financial reporting purposes or as may be required by any laws or regulations. The Company agrees to review with Employee, in advance of its release, any press release regarding Employee's termination of employment. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day ad year written beneath their respective signatures.
FOR THE C0MPANY: - ---------------------------Anthony A. DeSabato, Esquire Executive Vice President/ Corporate Director Human Resources As of 2/9/96 Date FOR THE EMPLOYEE: ---------------------------Philip Wachs

As of 2/9/96 Date

TDS/rej

EXHIBIT 10.2.21 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into on this 25th day of April, 1996 by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc and its subsidiaries are referred to collectively as the "Company") and Samuel Sidewater (hereinafter referred

19. The subject matter of this Agreement shall remain strictly confidential and may be disclosed only on a "need to know basis" to those agents of the parties required for its implementation or for tax or financial reporting purposes or as may be required by any laws or regulations. The Company agrees to review with Employee, in advance of its release, any press release regarding Employee's termination of employment. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day ad year written beneath their respective signatures.
FOR THE C0MPANY: - ---------------------------Anthony A. DeSabato, Esquire Executive Vice President/ Corporate Director Human Resources As of 2/9/96 Date FOR THE EMPLOYEE: ---------------------------Philip Wachs

As of 2/9/96 Date

TDS/rej

EXHIBIT 10.2.21 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into on this 25th day of April, 1996 by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc and its subsidiaries are referred to collectively as the "Company") and Samuel Sidewater (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have mutually decided to terminate the employment relationship between the Employee and the Company effective as of April 26, 1996 and in connection therewith the Employee will voluntarily resign from the position of Executive Vice President and as a member of the Board of Directors as of April 26, 1996; and WHEREAS, the parties hereto are desirous of amicably resolving and settling any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or termination of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or termination; NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the sufficiency of which mutual consideration is hereby acknowledged and which is expressly acknowledged to be in addition to anything of value which Employee is already entitled to receive, the Company and the Employee agree as follows: 1. Neither this settlement nor this Agreement shall constitute or be construed as an adjudication of liability by the Company or by the Employee on the merits of any claims, allegations, or disputes by the Employee or any disputes between the Company and the Employee, all liability and wrongdoing being expressly denied by the Company and by the Employee. 2. Neither this settlement nor this Agreement shall in any way be construed as an admission by the Company or by the Employee of any liability whatsoever, nor as an admission by the Employee of any wrongdoing, nor an admission by the Company of any acts of wrongdoing and/or discrimination against the Employee on the part of either the Company or the officers, directors, employees, attorneys, or agents of the Company, such being expressly denied.

EXHIBIT 10.2.21 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (hereinafter referred to as the "Agreement") is made and entered into on this 25th day of April, 1996 by and between CHARMING SHOPPES, INC. (hereinafter Charming Shoppes, Inc and its subsidiaries are referred to collectively as the "Company") and Samuel Sidewater (hereinafter referred to as the "Employee"). WITNESSETH: WHEREAS, the Company and the Employee have mutually decided to terminate the employment relationship between the Employee and the Company effective as of April 26, 1996 and in connection therewith the Employee will voluntarily resign from the position of Executive Vice President and as a member of the Board of Directors as of April 26, 1996; and WHEREAS, the parties hereto are desirous of amicably resolving and settling any and all disputes, differences and allegations arising either out of the aforementioned decisions and/or out of the Employee's employment with, or termination of employment from, the Company and/or claims regarding the Company's actions and/or inactions toward the Employee with respect to said employment or termination; NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, the sufficiency of which mutual consideration is hereby acknowledged and which is expressly acknowledged to be in addition to anything of value which Employee is already entitled to receive, the Company and the Employee agree as follows: 1. Neither this settlement nor this Agreement shall constitute or be construed as an adjudication of liability by the Company or by the Employee on the merits of any claims, allegations, or disputes by the Employee or any disputes between the Company and the Employee, all liability and wrongdoing being expressly denied by the Company and by the Employee. 2. Neither this settlement nor this Agreement shall in any way be construed as an admission by the Company or by the Employee of any liability whatsoever, nor as an admission by the Employee of any wrongdoing, nor an admission by the Company of any acts of wrongdoing and/or discrimination against the Employee on the part of either the Company or the officers, directors, employees, attorneys, or agents of the Company, such being expressly denied.

SIDEWATER, PAGE 2 3. The Employee represents that he has not filed any Complaints or Charges of discrimination, breach of contract or unjust termination against the Company with any local, state, or federal agency or Court, that he will not do so at any time hereafter, and that if any agency or Court assumes jurisdiction of any Complaint or Charge on behalf of the Employee, he will formally petition such agency or Court to withdraw from the matter, if he initiated such action. Notwithstanding the foregoing provisions of this paragraph 3, Employee shall not be precluded from bringing an action against the Company in the event of its breach of its obligations under any paragraph of this Agreement. 4. As a material inducement to the Company to enter into this Agreement, the Employee, on behalf of himself and his heirs, legatees, representatives, transferees and assigns, does hereby release, remise and forever discharge the Company and all of its affiliated and subsidiary companies, and any of its, or their, directors, officers, agents, employees, representatives, successors and assigns of and (i) from any and all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or of any violation of any federal, state or municipal law creating a cause of action in an employee, or former employee, or his representative, against his employer, or former employer and (ii) from all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions, controversies, grievances, claims and demands, whatsoever, arising out of, or related to Employee's employment with, or termination of employment from, the Company. Expressly excluded from this release, however, are the following: (i) all obligations required of the Company, and/or its officers, directors, employees, agents, and/or

SIDEWATER, PAGE 2 3. The Employee represents that he has not filed any Complaints or Charges of discrimination, breach of contract or unjust termination against the Company with any local, state, or federal agency or Court, that he will not do so at any time hereafter, and that if any agency or Court assumes jurisdiction of any Complaint or Charge on behalf of the Employee, he will formally petition such agency or Court to withdraw from the matter, if he initiated such action. Notwithstanding the foregoing provisions of this paragraph 3, Employee shall not be precluded from bringing an action against the Company in the event of its breach of its obligations under any paragraph of this Agreement. 4. As a material inducement to the Company to enter into this Agreement, the Employee, on behalf of himself and his heirs, legatees, representatives, transferees and assigns, does hereby release, remise and forever discharge the Company and all of its affiliated and subsidiary companies, and any of its, or their, directors, officers, agents, employees, representatives, successors and assigns of and (i) from any and all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions alleging a violation of the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or of any violation of any federal, state or municipal law creating a cause of action in an employee, or former employee, or his representative, against his employer, or former employer and (ii) from all claims, counts, charges, actions, causes of action, suits, debts, contracts or petitions, controversies, grievances, claims and demands, whatsoever, arising out of, or related to Employee's employment with, or termination of employment from, the Company. Expressly excluded from this release, however, are the following: (i) all obligations required of the Company, and/or its officers, directors, employees, agents, and/or representatives, which are expressly referred to or created by this Agreement; (ii) Employee's right to receive accrued benefits under any employee benefit plan maintained by the Company; and (iii) Employee's rights to be indemnified, defended, and held harmless under any indemnification provision applicable generally to past or present directors and officers of the Company. This release and discharge of the Company is made in exchange for consideration listed below and in addition to anything of value for which Employee is already entitled to receive. 5. The Company and its officers, directors, and shareholders, employees, agents, assigns and successors (collectively, the "Company Parties") hereby release and discharge Employee from any and all claims, liabilities, demands, actions and causes of action, including attorneys' fees and costs, known or unknown, fixed or contingent, that any of them may have or claim to have against Employee and do hereby covenant not to file a lawsuit or to participate in any class action lawsuit to assert such claims. Moreover, the Company Parties hereby agree not to

SIDEWATER, PAGE 3 disparage Employee, publicly or privately. Finally, the Company agrees to continue to indemnify Employee as an officer and/or director of the Company, to the same extent and under the same terms, as Employee is currently indemnified under any contractual arrangement or under any charter, articles or certificate of incorporation or bylaws of the Company. 6. In consideration of the promises and obligations contained herein, the parties agree as follows: A. Salary Continuation: The Company will pay the Employee a sum of five hundred fifty-five thousand and one dollars and twenty cents ($555,001.20), in one hundred fifty-six (156) equal weekly installments of three thousand five hundred fifty-seven dollars and seventy cents ($3,557.70) each, minus required tax withholdings and sufficient authorized withholdings to pay the employee contribution for medical benefits as set forth in paragraph 5.B. hereof, such payments to commence on May 3, 1996 and such payments to continue to be made until April 23, 1999. In the event there is a change in the frequency with which senior executives of the Company are paid, salary continuation payments to the Employee will be changed in accordance therewith, provided that in no event shall the then dollar obligation of the Company be changed as a result of any such change in the payment schedule. B. Benefits: The Company shall continue to provide to the Employee and his eligible dependents only those applicable benefits under the Company's health care insurance programs, as such programs may be changed or

SIDEWATER, PAGE 3 disparage Employee, publicly or privately. Finally, the Company agrees to continue to indemnify Employee as an officer and/or director of the Company, to the same extent and under the same terms, as Employee is currently indemnified under any contractual arrangement or under any charter, articles or certificate of incorporation or bylaws of the Company. 6. In consideration of the promises and obligations contained herein, the parties agree as follows: A. Salary Continuation: The Company will pay the Employee a sum of five hundred fifty-five thousand and one dollars and twenty cents ($555,001.20), in one hundred fifty-six (156) equal weekly installments of three thousand five hundred fifty-seven dollars and seventy cents ($3,557.70) each, minus required tax withholdings and sufficient authorized withholdings to pay the employee contribution for medical benefits as set forth in paragraph 5.B. hereof, such payments to commence on May 3, 1996 and such payments to continue to be made until April 23, 1999. In the event there is a change in the frequency with which senior executives of the Company are paid, salary continuation payments to the Employee will be changed in accordance therewith, provided that in no event shall the then dollar obligation of the Company be changed as a result of any such change in the payment schedule. B. Benefits: The Company shall continue to provide to the Employee and his eligible dependents only those applicable benefits under the Company's health care insurance programs, as such programs may be changed or amended in the future, through November 30, 1998, as if he had continued to be employed by the Company through that time, including without limitation, medical insurance, dental insurance, vision insurance and prescription insurance. Effective as of the close of business on April 26, 1996 all other benefits will be terminated with respect to the Employee, except for the associate discount and Employee's Split Dollar Life Insurance coverage pursuant to Manufacturer's Life Insurance Company (policy nos. 3778289-5 and 4023010-4), Bankers Life of Iowa Insurance Company (policy no. 2553265), Equitable Life Insurance Company (policy 78227954), and Phoenix Mutual Life Insurance Company (policy no. 2093539), hereafter "Split Dollar Insurance", which shall continue in effect so long as the Company continues to maintain similar coverage for all other persons covered by similar split dollar insurance arrangements. If the Company

SIDEWATER, PAGE 4 should at any time terminate the Split Dollar Insurance for Employee and for all other persons covered by similar split dollar insurance arrangements, then the Company shall notify Employee at least 60 days in advance and Employee shall have the right to acquire ownership of the insurance policies listed above, without the payment of any consideration therefor, subject to the continuation of the beneficiary designation in favor of the Company, as in existence on April 26, 1996. In that event, the Company shall promptly take all actions necessary in order to cause ownership of the Split Dollar Insurance to be assigned to Employee. Effective December 1, 1998 all health care insurance benefits shall be discontinued in accordance with the terms of said plans and only the associate discount and the Split Dollar Insurance shall continue in effect after that date. Following November 30, 1998 Employee and his qualified beneficiaries shall be entitled to receive continuation coverage pursuant to the terms of said plans and as specifically required under Part 6 of Title I of ERISA ("COBRA Benefits"), treating November 30, 1998 as the date of Employee's termination of employment (other than for gross misconduct). Employee understands that he should contact the Company's Benefits Department if additional information is desired regarding his COBRA Benefits. Appropriate COBRA notifications shall be sent to Employee and his qualified beneficiaries at the time and in the manner required by law. C. Car Allowance: The Company shall provide Employee with a monthly car allowance of seven hundred fifty dollars ($750) from May 1, 1996 through November 30, 1998 and will continue coverage on Employee's car under the Company's insurance policy through November 30, 1998. Employee shall be responsible for all repairs and maintenance on Employee's car; and D. Stock Options: The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 20,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a KESIP Exchange Stock Option

SIDEWATER, PAGE 4 should at any time terminate the Split Dollar Insurance for Employee and for all other persons covered by similar split dollar insurance arrangements, then the Company shall notify Employee at least 60 days in advance and Employee shall have the right to acquire ownership of the insurance policies listed above, without the payment of any consideration therefor, subject to the continuation of the beneficiary designation in favor of the Company, as in existence on April 26, 1996. In that event, the Company shall promptly take all actions necessary in order to cause ownership of the Split Dollar Insurance to be assigned to Employee. Effective December 1, 1998 all health care insurance benefits shall be discontinued in accordance with the terms of said plans and only the associate discount and the Split Dollar Insurance shall continue in effect after that date. Following November 30, 1998 Employee and his qualified beneficiaries shall be entitled to receive continuation coverage pursuant to the terms of said plans and as specifically required under Part 6 of Title I of ERISA ("COBRA Benefits"), treating November 30, 1998 as the date of Employee's termination of employment (other than for gross misconduct). Employee understands that he should contact the Company's Benefits Department if additional information is desired regarding his COBRA Benefits. Appropriate COBRA notifications shall be sent to Employee and his qualified beneficiaries at the time and in the manner required by law. C. Car Allowance: The Company shall provide Employee with a monthly car allowance of seven hundred fifty dollars ($750) from May 1, 1996 through November 30, 1998 and will continue coverage on Employee's car under the Company's insurance policy through November 30, 1998. Employee shall be responsible for all repairs and maintenance on Employee's car; and D. Stock Options: The Company and Employee hereby acknowledge that Employee was granted options to purchase (i) 20,000 shares of the Company's common stock at the exercise price of $.50 per share under the Company's 1988 Key Employee Stock Option Plan and pursuant to a KESIP Exchange Stock Option Agreement dated June 7, 1989 between the Company and Employee (Grant No. 900504); (ii) 100,000 shares of the Company's common stock at the exercise price of $4.50 per share under the Company' 1990 Employees' Stock Incentive Plan and pursuant to an Employee Stock Option Agreement dated March 29, 1990 between the Company and Employee (Grant No. 200093); (iii) 6,700 shares of the Company's common stock at the exercise price

SIDEWATER, PAGE 5 of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. 300070); (iv) 7,500 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300218); (v) 20,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. 300514); Pursuant to said plans and agreements [set forth above as items (i) through (v) above] Employee has options to purchase stock which, by reason of the termination of his employment under paragraph 6.A. hereof as of April 26, 1996, will be exercisable, including application of the Option Formula, as follows: (a) Grant No. 900504 - - 20,000 shares at $.50 per share (b) Grant No. 200093 - - 100,000 shares at $4.50 per share (c) Grant No. 300070 - - 5,360 shares at $15.125 per share (d) Grant No. 300218 - - 4,500 shares at $11.125 per share (e) Grant No. 300514 - - 8,000 shares at $6.00 per share Under the terms of the respective stock plans and the Stock Option Agreements, if Employee fails to exercise those options which will be exercisable as of April 26, 1996, set forth above as items (a) through (e), within 90 days of Employee's termination on April 26, 1996, said options shall lapse. The Company agrees to extend the exercise date of the options which will be exercisable as of April 26, 1996 and which are set forth above as items

SIDEWATER, PAGE 5 of $15.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated April 7, 1993 between the Company and Employee (Grant No. 300070); (iv) 7,500 shares of the Company's common stock at the exercise price of $11.125 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 1, 1994 between the Company and Employee (Grant No. 300218); (v) 20,000 shares of the Company's common stock at the exercise price of $6.00 per share under the Company's 1993 Employees' Stock Incentive Plan and pursuant to a Stock Option Agreement dated February 6, 1995 between the Company and Employee (Grant No. 300514); Pursuant to said plans and agreements [set forth above as items (i) through (v) above] Employee has options to purchase stock which, by reason of the termination of his employment under paragraph 6.A. hereof as of April 26, 1996, will be exercisable, including application of the Option Formula, as follows: (a) Grant No. 900504 - - 20,000 shares at $.50 per share (b) Grant No. 200093 - - 100,000 shares at $4.50 per share (c) Grant No. 300070 - - 5,360 shares at $15.125 per share (d) Grant No. 300218 - - 4,500 shares at $11.125 per share (e) Grant No. 300514 - - 8,000 shares at $6.00 per share Under the terms of the respective stock plans and the Stock Option Agreements, if Employee fails to exercise those options which will be exercisable as of April 26, 1996, set forth above as items (a) through (e), within 90 days of Employee's termination on April 26, 1996, said options shall lapse. The Company agrees to extend the exercise date of the options which will be exercisable as of April 26, 1996 and which are set forth above as items (a), (b) and (e) until November 30, 1998, provided Employee and the Company timely execute an amendment to each affected stock option agreement to effectuate said extension. Employee acknowledges that by entering into said amended stock option agreements, Employee will not be permitted to exercise said options [items (a), (b) and (e)] from April 26, 1996 until after November 26, 1996. The options set forth above as items (c) and (d) are forfeited by the Employee upon the effective date of this Agreement. Pursuant to said plans and agreements [set forth above as items (i) through (iv)] the Employee has options to purchase stock which are scheduled to become exercisable as

SIDEWATER, PAGE 6 follows, provided Employee continued to be employed by the Company on the exercise date: (1) Grant No. 300070 - - 1,340 shares at $15.1250 per share on April 4, 1998 (2) Grant No. 300218 - - 1,500 shares at $11.125 per share on February 1, 1998 (3) Grant No. 300218 - - 1,500 shares at $11.125 per share on February 1, 1999 (4) Grant No. 300514 - - 4,000 shares at $6.00 per share on February 6, 1998 (5) Grant No. 300514 - - 4,000 shares at $6.00 per share on February 6, 1999 (6) Grant No. 300514 - - 4,000 shares at $6.00 per share on February 6, 2000 The options listed in items (1), (2) and (3), above, will be forfeited and will not be exercisable by Employee. The Company agrees to accelerate the exercise date on the options listed as items (4), (5) and (6), above, to become exercisable on or after October 28, 1996 even though Employee will no longer be employed by the Company on that date and to extend the exercise date of the options listed as items (4), (5) and (6), above, until November 30, 1998, provided Employee and the Company timely execute amended stock option agreements to effectuate said extension. E. Expenses: The Company further agrees to provide the Employee with reimbursement of those expenses that Employee has actually incurred in performing his duties as an employee of the Company through the close of business on April 26, 1996 which have not previously been reimbursed provided that Employee submits a final

SIDEWATER, PAGE 6 follows, provided Employee continued to be employed by the Company on the exercise date: (1) Grant No. 300070 - - 1,340 shares at $15.1250 per share on April 4, 1998 (2) Grant No. 300218 - - 1,500 shares at $11.125 per share on February 1, 1998 (3) Grant No. 300218 - - 1,500 shares at $11.125 per share on February 1, 1999 (4) Grant No. 300514 - - 4,000 shares at $6.00 per share on February 6, 1998 (5) Grant No. 300514 - - 4,000 shares at $6.00 per share on February 6, 1999 (6) Grant No. 300514 - - 4,000 shares at $6.00 per share on February 6, 2000 The options listed in items (1), (2) and (3), above, will be forfeited and will not be exercisable by Employee. The Company agrees to accelerate the exercise date on the options listed as items (4), (5) and (6), above, to become exercisable on or after October 28, 1996 even though Employee will no longer be employed by the Company on that date and to extend the exercise date of the options listed as items (4), (5) and (6), above, until November 30, 1998, provided Employee and the Company timely execute amended stock option agreements to effectuate said extension. E. Expenses: The Company further agrees to provide the Employee with reimbursement of those expenses that Employee has actually incurred in performing his duties as an employee of the Company through the close of business on April 26, 1996 which have not previously been reimbursed provided that Employee submits a final expense report to Anthony A. DeSabato on a date no later than June 1, 1996. F. Associate Discount: Employee shall retain the right to utilize the Company's associate discount, if any, on purchases at Company stores for Employee's life. G. Retirement Plan: Employee shall be able to obtain a direct transfer or other distribution of the balance of his accounts in the Company's 401(k) and Profit Sharing Plan, as he may elect, as soon as administratively possible following the date of his termination of employment. 7. The Employee, upon execution of this Agreement, and for and in consideration of the promises and obligations contained herein, agrees as follows: A. The Employee hereby acknowledges his voluntary resignation as an officer of the Company, and as a member of the Board of Directors, and the termination of his employment with the Company, effective on the close of business on April 26, 1996

SIDEWATER, PAGE 7 and Employee expressly and specifically waives any claim for, and agrees not to seek employment, reemployment, or reinstatement with the Company and Employee expressly and except as otherwise provided in paragraph 6.E. hereof, specifically waives and agrees not to seek any costs or attorney's fees from the Company in connection with his termination of employment; and B. The Employee agrees that, on or before the close of business on April 26, 1996, he will return to the Company all company property in his possession, other than minor or incidental items; and C. The Employee agrees that, on or before the close of business on April 26, 1996, he will return to the Company any and all Company credit cards in his possession; and D. The Employee further agrees not to use or cause to be used for the Employee's own benefit or for the benefit of any third parties or to disclose to any third party in any manner, directly or indirectly without the express prior written consent of the Chairman of the Board of the Company, any confidential or proprietary information or trade secrets of or relating to the business of the Company. The provisions of this paragraph 7.D. shall not apply to information which (i) is or becomes generally available to the public other than as a result of a disclosure by Employee, (ii) was available to Employee on a non- confidential basis prior to its disclosure to Employee, (iii)

SIDEWATER, PAGE 7 and Employee expressly and specifically waives any claim for, and agrees not to seek employment, reemployment, or reinstatement with the Company and Employee expressly and except as otherwise provided in paragraph 6.E. hereof, specifically waives and agrees not to seek any costs or attorney's fees from the Company in connection with his termination of employment; and B. The Employee agrees that, on or before the close of business on April 26, 1996, he will return to the Company all company property in his possession, other than minor or incidental items; and C. The Employee agrees that, on or before the close of business on April 26, 1996, he will return to the Company any and all Company credit cards in his possession; and D. The Employee further agrees not to use or cause to be used for the Employee's own benefit or for the benefit of any third parties or to disclose to any third party in any manner, directly or indirectly without the express prior written consent of the Chairman of the Board of the Company, any confidential or proprietary information or trade secrets of or relating to the business of the Company. The provisions of this paragraph 7.D. shall not apply to information which (i) is or becomes generally available to the public other than as a result of a disclosure by Employee, (ii) was available to Employee on a non- confidential basis prior to its disclosure to Employee, (iii) becomes available to Employee on a non-confidential basis from a source other than the Company, (iv) must be disclosed by law or by order of a court or governmental authority, or (v) is used to enforce Employee's rights with the Company; and E. The Employee further agrees that he will not contact or cause to be contacted regarding their employment, discuss their employment with, solicit for or cause to be solicited for their employment, or offer, or cause to be offered employment to any individual who was an employee of the Company as of April 26, 1996 without prior written consent of the Executive Vice President of Human Resources until April 30, 1999; and F. Employee acknowledges that any rights he has to purchase stock pursuant to any stock option agreement with the Company are hereby terminated and shall no longer be of any force or effect as of the date hereof, except as set forth in paragraph 6.D., above. The Company and Employee agree to execute all documents necessary to effectuate the provisions of this paragraph 7.F.and of paragraph 6.D. above.

SIDEWATER, PAGE 8 8. The parties hereto agree and acknowledge that this Agreement shall not be interpreted to render either party to be a prevailing party for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise. 9. The parties hereto agree that, should Employee become deceased prior to the satisfaction of all obligations to him, and of him, under this Agreement, the remaining obligations due to and of Employee shall inure to the beneficiary which he has designated in writing and which written designation has been transmitted to the Chief Financial Officer of the Company. In the absence of an effective written beneficiary designation or if the designated beneficiary has predeceased Employee, his estate shall be deemed to be Employee's beneficiary. 10. The parties agree that any claim of a breach of any paragraph of this Agreement must be brought before a Court of competent jurisdiction. 11. The parties hereto acknowledge that this Agreement constitutes the entire Agreement between the pares, and that it fully supersedes any and all prior agreements or understandings pertaining to Employee's employment with, and termination of employment from, the Company, and that the consideration set forth in paragraphs 6 and 7 hereof constitutes the entire consideration, financial or otherwise, to be made by the Company to the Employee including salary, severance, bonus, vacation, benefits, costs, stock grants or grants of stock options, or any other payments, other than distribution of any funds in Employee's 401(k) and Profit Sharing Plan.

SIDEWATER, PAGE 8 8. The parties hereto agree and acknowledge that this Agreement shall not be interpreted to render either party to be a prevailing party for any purpose, including but not limited to, an award of attorney's fees under any statute or otherwise. 9. The parties hereto agree that, should Employee become deceased prior to the satisfaction of all obligations to him, and of him, under this Agreement, the remaining obligations due to and of Employee shall inure to the beneficiary which he has designated in writing and which written designation has been transmitted to the Chief Financial Officer of the Company. In the absence of an effective written beneficiary designation or if the designated beneficiary has predeceased Employee, his estate shall be deemed to be Employee's beneficiary. 10. The parties agree that any claim of a breach of any paragraph of this Agreement must be brought before a Court of competent jurisdiction. 11. The parties hereto acknowledge that this Agreement constitutes the entire Agreement between the pares, and that it fully supersedes any and all prior agreements or understandings pertaining to Employee's employment with, and termination of employment from, the Company, and that the consideration set forth in paragraphs 6 and 7 hereof constitutes the entire consideration, financial or otherwise, to be made by the Company to the Employee including salary, severance, bonus, vacation, benefits, costs, stock grants or grants of stock options, or any other payments, other than distribution of any funds in Employee's 401(k) and Profit Sharing Plan. 12. The parties acknowledge that they have not been induced to enter into this Agreement as to any representations or statements, oral or written, not expressly contained herein, nor expressly incorporated by reference. The parties further agree that they have freely and voluntarily entered into this Agreement, and have done so after having consulted with an attorney. 13. No waiver, alterations, or modifications of any of the provisions of this Agreement shall be binding unless made in writing and signed by both the Employee and a duly authorized representative of the Company.

SIDEWATER, PAGE 9 14. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 15. Notwithstanding any language herein to the contrary, the release and discharge of rights and claims arising under the Age Discrimination in Employment Act of 1967 does not include any waiver of rights or claims that may arise after the date this Agreement is executed. 16. Both the Employee and the Company agree that the Employee has been advised in writing to consult with an attorney prior to executing this Agreement and the Employee acknowledges that he has done so to the extent that he deems to be appropriate. 17. The Employee acknowledges that he has been given a period of twenty-one (21) days or until May 13, 1996 within which to consider whether he wishes to enter into this Agreement before signing it and that should the Company not receive this Settlement Agreement and Release executed by Employee by May 14, 1996 this Settlement Agreement and Release shall be null and void except that the termination of Employee's employment by the Company will nevertheless be effective as of April 26, 1996. 18. Within the seven (7) days following the execution of this Agreement, the Employee may revoke this Agreement by providing written notice to the Company, and until the revocation period has expired, this Agreement shall not become effective or enforceable. Any written notice required under this Agreement shall be effective if delivered personally or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:

SIDEWATER, PAGE 9 14. If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 15. Notwithstanding any language herein to the contrary, the release and discharge of rights and claims arising under the Age Discrimination in Employment Act of 1967 does not include any waiver of rights or claims that may arise after the date this Agreement is executed. 16. Both the Employee and the Company agree that the Employee has been advised in writing to consult with an attorney prior to executing this Agreement and the Employee acknowledges that he has done so to the extent that he deems to be appropriate. 17. The Employee acknowledges that he has been given a period of twenty-one (21) days or until May 13, 1996 within which to consider whether he wishes to enter into this Agreement before signing it and that should the Company not receive this Settlement Agreement and Release executed by Employee by May 14, 1996 this Settlement Agreement and Release shall be null and void except that the termination of Employee's employment by the Company will nevertheless be effective as of April 26, 1996. 18. Within the seven (7) days following the execution of this Agreement, the Employee may revoke this Agreement by providing written notice to the Company, and until the revocation period has expired, this Agreement shall not become effective or enforceable. Any written notice required under this Agreement shall be effective if delivered personally or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:
If to the Company: Charming Shoppes, Inc. 3750 State Road Bensalem, PA 19020 Attn: Anthony A. DeSabato Executive Vice President Samuel Sidewater 2532 NW 53rd. Street Boca Raton, FL 333496 Sheldon M. Bonovitz

If to the Employee:

With a copy to:

SIDEWATER, PAGE 10 Duane, Morris & Heckscher 4200 One Liberty Place Philadelphia, PA 19103-7396 Either party may change the address to which notice is required to be given under this Agreement by giving notice thereof in the manner required hereinabove. 19. In the event the Employee revokes this Agreement in the manner provided in paragraph 17 hereof, then each party will immediately return to the other party all consideration which may have been paid pursuant to this Settlement Agreement and Release prior to the date of its revocation. 20. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 21. The Company represents to the Employee that the person executing this Agreement on behalf of the Company has the authority to do so.

SIDEWATER, PAGE 10 Duane, Morris & Heckscher 4200 One Liberty Place Philadelphia, PA 19103-7396 Either party may change the address to which notice is required to be given under this Agreement by giving notice thereof in the manner required hereinabove. 19. In the event the Employee revokes this Agreement in the manner provided in paragraph 17 hereof, then each party will immediately return to the other party all consideration which may have been paid pursuant to this Settlement Agreement and Release prior to the date of its revocation. 20. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 21. The Company represents to the Employee that the person executing this Agreement on behalf of the Company has the authority to do so.

SIDEWATER, PAGE 11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written beneath their respective signatures.
FOR THE COMPANY: - --------------------------------------Anthony A. DeSabato, Esquire Executive Vice President/ Corporate Director Human Resources / /96 ----------------Date FOR THE EMPLOYEE: ----------------------------------Samuel Sidewater

/ /96 ---------------Date

TDS/rej

EXHIBIT 21 SUBSIDIARIES OF REGISTRANT The following are the company's subsidiaries, each of which is directly and wholly owned by its immediate parent, Charming Shoppes, Inc. All subsidiaries are included in the consolidated financial statements of Charming Shoppes, Inc., and subsidiaries, except as noted.
Stat Juris Name ---BENTON #3015 DEVELOPMENT CO.,INC. BURLESON #3012 DEVELOPMENT CO.,INC CHARM-FIN STORES,INC. CHARMING SHOPPES OF CHESTER,INC. CHARMING SHOPPES OF COLONIAL PARK,INC. CHARMING SHOPPES OF CUMBERLAND,INC. CHARMING SHOPPES OF DELAWARE,INC. CHARMING SHOPPES OF ECHELON,INC. Organ ----(1) (1) (2) (2) (2) (2)

(2)

SIDEWATER, PAGE 11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written beneath their respective signatures.
FOR THE COMPANY: - --------------------------------------Anthony A. DeSabato, Esquire Executive Vice President/ Corporate Director Human Resources / /96 ----------------Date FOR THE EMPLOYEE: ----------------------------------Samuel Sidewater

/ /96 ---------------Date

TDS/rej

EXHIBIT 21 SUBSIDIARIES OF REGISTRANT The following are the company's subsidiaries, each of which is directly and wholly owned by its immediate parent, Charming Shoppes, Inc. All subsidiaries are included in the consolidated financial statements of Charming Shoppes, Inc., and subsidiaries, except as noted.
Stat Juris Name ---BENTON #3015 DEVELOPMENT CO.,INC. BURLESON #3012 DEVELOPMENT CO.,INC CHARM-FIN STORES,INC. CHARMING SHOPPES OF CHESTER,INC. CHARMING SHOPPES OF COLONIAL PARK,INC. CHARMING SHOPPES OF CUMBERLAND,INC. CHARMING SHOPPES OF DELAWARE,INC. CHARMING SHOPPES OF ECHELON,INC. CHARMING SHOPPES OF FRANKFORD,INC CHARMING SHOPPES OF NORRISTOWN,INC. CHARMING SHOPPES OF TRENTON,INC. CHARMING SHOPPES OF WOODBURY,INC CHARMING SHOPPES,INC. CHARMING SHOPPES/FASHION BUG OF OLEAN,INC. COLUMBIA DEVELOPMENT CO.,INC. COLUMBIA #2589 DEVOLPMENT CO,INC. COLUMBIA #3054 DEVELOPMENT CO.,INC. CS INSURANCE LTD. CSBC, INC. CSI CHARITIES CSI INDUSTRIES, INC. CSI INDUSTRIES,INC. CSI INDUSTRIES,INC. CSI-DR,INC. C.S.A.C.,INC. C.S.F.CORP. C.S.I.C.,INC. DIVERSIFIED FASHIONS,INC. ERICOOL CO LTD. EVATONE TRADING LTD. EXECUTIVE FLIGHTS,INC. FASHIOM BUG #3075 OF GENEVA,INC. FASHION ACCEPTANCE CORP FASHION BUG OF 640 PLAZA,INC. FASHION BUG OF AKRON,INC. FASHION BUG OF ALEXANDRIA,INC. FASHION BUG OF ALIQUIPPA,INC. Organ ----(1) (1) (2) (2) (2) (2)

(2) (2) (2)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

EXHIBIT 21 SUBSIDIARIES OF REGISTRANT The following are the company's subsidiaries, each of which is directly and wholly owned by its immediate parent, Charming Shoppes, Inc. All subsidiaries are included in the consolidated financial statements of Charming Shoppes, Inc., and subsidiaries, except as noted.
Stat Juris Name ---BENTON #3015 DEVELOPMENT CO.,INC. BURLESON #3012 DEVELOPMENT CO.,INC CHARM-FIN STORES,INC. CHARMING SHOPPES OF CHESTER,INC. CHARMING SHOPPES OF COLONIAL PARK,INC. CHARMING SHOPPES OF CUMBERLAND,INC. CHARMING SHOPPES OF DELAWARE,INC. CHARMING SHOPPES OF ECHELON,INC. CHARMING SHOPPES OF FRANKFORD,INC CHARMING SHOPPES OF NORRISTOWN,INC. CHARMING SHOPPES OF TRENTON,INC. CHARMING SHOPPES OF WOODBURY,INC CHARMING SHOPPES,INC. CHARMING SHOPPES/FASHION BUG OF OLEAN,INC. COLUMBIA DEVELOPMENT CO.,INC. COLUMBIA #2589 DEVOLPMENT CO,INC. COLUMBIA #3054 DEVELOPMENT CO.,INC. CS INSURANCE LTD. CSBC, INC. CSI CHARITIES CSI INDUSTRIES, INC. CSI INDUSTRIES,INC. CSI INDUSTRIES,INC. CSI-DR,INC. C.S.A.C.,INC. C.S.F.CORP. C.S.I.C.,INC. DIVERSIFIED FASHIONS,INC. ERICOOL CO LTD. EVATONE TRADING LTD. EXECUTIVE FLIGHTS,INC. FASHIOM BUG #3075 OF GENEVA,INC. FASHION ACCEPTANCE CORP FASHION BUG OF 640 PLAZA,INC. FASHION BUG OF AKRON,INC. FASHION BUG OF ALEXANDRIA,INC. FASHION BUG OF ALIQUIPPA,INC. FASHION BUG OF ALLENTOWN,INC. FASHION BUG OF ALLIANCE,INC. Organ ----(1) (1) (2) (2) (2) (2)

(2) (2) (2)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---ALPENA,INC. ALTOONA,INC. AMHERST PLAZA,INC. AMHERST,INC. ANDORRA,INC. APPLE VALLEY SQUARE,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF

(2)

Stat Juris Name ---ALPENA,INC. ALTOONA,INC. AMHERST PLAZA,INC. AMHERST,INC. ANDORRA,INC. APPLE VALLEY SQUARE,INC. ARAMINGO,INC. ARLINGTON HEIGHTS,INC. ASBURY PARK,INC. ASHEVILLE,INC. ASH-HAN,INC. ASHLAND,INC. ASHTABULA,INC. ATHENS,INC. AUDUBON,INC. AURORA,INC. BARBERTON,INC. BEAVER FALLS,INC. BECKLEY,INC. BELDEN VILLAGE,INC. BELLEVILLE,INC. BELMONT,INC. BELVEDERE PLAZA,INC. BETHLEHEM,INC. BINGHAMTON,INC. BIRMINGHAM,INC. BLOOMSBURG,INC. BLUE ASH,INC. BLUEFIELD,INC. BOARDMAN PLAZA,INC. BOLINGBROOK,INC. BOND,INC. BORDENTOWN,INC. BOWLING GREEN,INC. BRADFORD,INC. BRICKTOWN PLAZA,INC. BRIDGEVIEW,INC. BRIDGEVILLE,INC. BRISTOL, CT,INC. BRISTOL,INC. BRUNSWICK,INC. BUCYRUS,INC. BUFFALO,INC. BUTLER,INC. CALIFORNIA, INC. CAMBRIDGE,INC. CAPE MAY,INC. CARLISLE,INC. CARROLLTON,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2)

(2) (2) (2) (2) (2) (2) (2)

(2) (2)

(2) (2)

(2)

(2)

(2)

(1)

(2) (2) (2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---CASSELBERRY,INC. CASTOR AVENUE,INC. CENTURY III MALL CHAMBERSBURG,INC. CHARLOTTESVILLE,INC. CHESTER SPRINGS,INC. CHESTERTOWN,INC. CHICOPEE,INC. CHILLICOTHE,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF

(2) (2) (2)

Stat Juris Name ---CASSELBERRY,INC. CASTOR AVENUE,INC. CENTURY III MALL CHAMBERSBURG,INC. CHARLOTTESVILLE,INC. CHESTER SPRINGS,INC. CHESTERTOWN,INC. CHICOPEE,INC. CHILLICOTHE,INC. CLARION,INC. CLARKSBURG,INC. CLEARFIELD,INC. CLEARVIEW MALL,INC. CLEVELAND,INC. CLINTON,INC. COCKEYSVILLE,INC. COLLEGE SQUARE,INC. COLUMBIA,INC. COLUMBUS OHIO,INC. CONCORD,INC. CONNELLSVILLE,INC. CONNERSVILLE,INC. CORBIN,INC. CORTLAND,INC. COSHOCTON,INC. COTTMAN,INC. COUNTRYSIDE,INC. COVENTRY MALL,INC. COVINGTON,INC. CRANBERRY,INC. CREST HILL,INC. CROMWELL FIELD,INC. CRYSTAL LAKE,INC. CULPEPPER,INC. CUMBERLAND MALL,INC. CUYAHOGA FALLS,INC. DADE CITY,INC. DANBURY,INC. DANVILLE,INC. DAYTON MALL,INC. DAYTON,INC. DEARBORN,INC. DECATUR,INC. DEKALB,INC. DELAWARE SQUARE,INC. DES PLAINES,INC. DEVON,INC. DIXIE MANOR,INC. DOVER PLAZA,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2) (2) (2)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(2) (2) (2)

(2) (2)

(2) (2) (2) (2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name Organ

Stat Juris Name ---DOVER,INC. DUBOIS,INC. DUNBAR,INC. EAST HANOVER,INC. EAST HARTFORD,INC. EAST MANSFIELD,INC. EAST PARK,INC. EAST WASHINGTON,INC. EAST WINDSOR,INC. EASTON,INC. EASTSIDE PLAZA,INC. EASTWOOD MALL,INC. EDGEWOOD,INC. EDWARDSVILLE,INC. EGG HARBOR,INC. ELDERSBURG,INC. ELGIN,INC. ELIZABETHTOWN,INC. ELKIN,INC. ELKTON,INC. ELSTON PLAZA,INC. ELWOOD CITY,INC. ENGLISHTOWN,INC. EVANSVILLE,INC. EXTON,INC. FAIR PLAZA,INC. FAIRFIELD,INC. FAIRMONT,INC. FALL RIVER,INC. FALLS CHURCH,INC. FITCHBURG,INC. FLEMINGTON,INC. FLINT,INC. FOREST PARK MALL,INC. FOREST PLAZA,INC. FOREST SQUARE,INC. FORESTVILLE,INC. FORT LAUDERDALE,INC. FORT SAGINAW,INC. FOSTORIA,INC. FRACKVILLE,INC. FRANKFORT,INC. FRANKLIN COUNTY,INC. FRANKLIN,INC. FREDERICKSBURG,INC. FREEHOLD,INC. FREEPORT,INC. FRONT ROYAL,INC. FT. FINDLAY,INC. Organ ----(2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2)

(2) (2)

(2) (2) (2) (2)

(2) (2) (2)

(2)

(2) (2) (2) (2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---FT. MYERS,INC. FULLERTON,INC. GARFIELD HEIGHTS,INC. GEORIA SQUARE,INC. GIBBSTOWN,INC. GLEN BURNIE,INC. GLEN ELLYN,INC. GORHAM,INC. GREENBRIAR,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF

(2)

(2)

Stat Juris Name ---FT. MYERS,INC. FULLERTON,INC. GARFIELD HEIGHTS,INC. GEORIA SQUARE,INC. GIBBSTOWN,INC. GLEN BURNIE,INC. GLEN ELLYN,INC. GORHAM,INC. GREENBRIAR,INC. GREENVILLE PLAZA,INC. GREENVILLE,INC. GROVE CITY,INC. HACKENSACK,INC. HACKETTSTOWN,INC. HAGERSTOWN,INC. HAMDEN,INC. HAMILTON SQUARE,INC. HAMPTON,INC. HANNIBAL,INC. HANOVER,INC. HARFORD,INC. HARRISBURG, ILL,INC. HARRISBURG,INC. HAZARD,INC. HAZELTON,INC. HAZLET,INC. HENRIETTA,INC. HERSHEY,INC. HIGHLAND HEIGHTS,INC. HIGHLAND RIDGE,INC. HIGHLAND,INC. HILLSIDE,INC. HINESVILLE,INC. HOFFMAN ESTATES,INC. HOLYOKE,INC. HOMEWOOD,INC. HONESDALE,INC. HOUGHTON,INC. HOWELL,INC. HUNTINGTON PLAZA,INC. HUNTINGTON,INC. INDIANA,INC. IROQUOIS MANOR,INC. JACKSONVILLE,INC. JACKSON,INC. JASPER,INC. JERSEY CITY,INC. JOHNSTON,INC. JOHNSTOWN,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2)

(2) (2)

(2)

(2) (2) (2) (2) (2) (2) (2) (2) (2)

(2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---JOLIET,INC. KALAMAZOO,INC. KANKAKEE,INC. KEDZIE,INC. KENT,INC. KING OF PRUSSIA,INC. KITTANING,INC. KNOXVILLE,INC. KOKOMO,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF

(2) (2) (2) (2)

Stat Juris Name ---JOLIET,INC. KALAMAZOO,INC. KANKAKEE,INC. KEDZIE,INC. KENT,INC. KING OF PRUSSIA,INC. KITTANING,INC. KNOXVILLE,INC. KOKOMO,INC. KUTZTOWN,INC. LAKE WALES,INC. LAKELAND,INC. LAKEMORE PLAZA,INC. LAKEWOOD,INC. LANCASTER OHIO,INC. LANCASTER,INC. LANGLEY PARK,INC. LANSING,INC. LATROBE,INC. LAUREL,INC. LAVALE,INC. LAWRENCEVILLE,INC. LEBANON,INC. LEDGEWOOD,INC. LEESBURG,INC. LEETSDALE,INC. LENOIR,INC. LENOX SQUARE,INC. LEWISBURG,INC. LEWISTON,INC. LEWISTOWN,INC. LEXINGTON,INC. LIMA,INC. LINCOLN KNOLLS,INC. LINCOLN,INC. LIVONIA,INC. LOCK HAVEN,INC. LOCKPORT,INC. LOGAN,INC. LONGMONT,INC. LORAIN,INC. LOUISVILLE,INC. LOWER BURRELL,INC. LYNCHBURG,INC. LYNN,INC. MACDADE,INC. MANAHAWKIN,INC. MANASSAS,INC. MANCHESTER, N.H.,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2) (2) (2) (2) (2)

(2) (2)

(2)

(2) (2) (2) (2)

(2) (2) (2) (2) (2)

(2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---MANCHESTER,INC. MANSFIELD,INC. MAPLE HEIGHTS,INC. MARQUETTE,INC. MARTIN PLAZA,INC. MASON CITY,INC. MASSILLON,INC. MATTESON,INC. MAULDIN,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF

(2)

Stat Juris Name ---MANCHESTER,INC. MANSFIELD,INC. MAPLE HEIGHTS,INC. MARQUETTE,INC. MARTIN PLAZA,INC. MASON CITY,INC. MASSILLON,INC. MATTESON,INC. MAULDIN,INC. MAYFAIR,INC. MAYFIELD HEIGHTS,INC. MCKEESPORT MEADVILLE,INC. MEDFORD,INC. MELROSE PARK,INC. MERRILLVILLE,INC. MERRITT ISLAND,INC. MICHIGAN CITY,INC. MIDDLESBORO,INC. MIDDLETOWN PLAZA,INC. MIDDLETOWN,INC. MIDLAND PLAZA,INC. MIDWAY,INC. MOBILE,INC. MONROEVILLE MONROEVILLE,INC. MONROE,INC. MONTGOMERYVILLE,INC. MONTGOMERY,INC. MONTPELIER,INC. MOORESTOWN MALL,INC. MOOSIC,INC. MOREHEAD,INC. MORGANTOWN,INC. MORRIS COUNTY,INC. MOUNT PLEASANT,INC. MOUNT VERNON,INC. MT. CLEMENS,INC. MUNDELEIN,INC. MURRAY,INC. MUSKEGON,INC. NANTICOKE,INC. NASHVILLE,INC. NATRONA,INC. NESHAMINY,INC. NEW BRITIAN,INC. NEW CASTLE,INC. NEW HAVEN,INC. NEW HOLLAND,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2)

(2)

(2) (2) (2)

(2)

(2) (2)

(2)

(2)

(2)

(2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---NEW LONDON,INC. NEW MARTINSVILLE,INC. NEW PHILADELPHIA,INC. NEWARK,INC. NILES,INC. NORA,INC. NORFOLK,INC. NORMAL,INC. NORTH ADAMS,INC. Organ ----(2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF

Stat Juris Name ---NEW LONDON,INC. NEW MARTINSVILLE,INC. NEW PHILADELPHIA,INC. NEWARK,INC. NILES,INC. NORA,INC. NORFOLK,INC. NORMAL,INC. NORTH ADAMS,INC. NORTH AVENUE,INC. NORTH BRUNSWICK,INC. NORTH CICERO,INC. NORTH EAST,INC. NORTH POINT,INC. NORTH TOWNE MALL,INC. NORTH VERSAILLES,INC. NORTHLAKE MALL,INC. NORTHWEST PLAZA,INC. NORWELL,INC. NORWIN,INC. NOVI,INC. N. ROANOKE,INC. OAK RIDGE,INC. OIL CITY,INC. OLD COLONY SQUARE,INC. OLEAN,INC. OPELIKA,INC. ORLAND PARK,INC. OSHKOSH, INC. OTTAWA,INC. OXON HILL,INC. PADUCAH,INC. PAINTSVILLE,INC. PAKA PLAZA,INC. PALM HARBOR,INC. PANAMA CITY,INC. PARKERSBURG,INC. PARKSIDE,INC. PARLIN,INC. PATCHOQUE,INC. PENDLETON PIKE,INC. PENNSVILLE,INC. PEORIA,INC. PERIMETER MALL,INC. PERRING,INC. PETERSBURG,INC. PHILLIPSBURG,INC. PIKEVILLE,INC. PIQUA,INC. Organ ----(2) (2) (2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2) (2) (2) (2)

(2)

(2) (2) (2) (2) (2) (2)

(2) (2) (2)

(2) (2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---PITTSTON,INC. PLYMOUTH MEETING,INC. PONTIAC,INC. PORTSMOUTH,INC. POTTSVILLE,INC. QUAKERTOWN,INC. RACINE,INC. RADCLIFF,INC. RAVENSWOOD,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF

(2) (2) (2)

Stat Juris Name ---PITTSTON,INC. PLYMOUTH MEETING,INC. PONTIAC,INC. PORTSMOUTH,INC. POTTSVILLE,INC. QUAKERTOWN,INC. RACINE,INC. RADCLIFF,INC. RAVENSWOOD,INC. RAYNHAM,INC. READING MALL,INC. REDFORD,INC. REISTERTOWN,INC. REVERE,INC. REYNOLDSBURG,INC. RICHLAND,INC. RICHMOND IND,INC. RICHMOND,INC. RIDGE VILLAGE,INC. RISING SUN,INC. RIVERHEAD,INC. RIVERSIDE SQUARE,INC. RIVERTOWNE COMMONS,INC. ROANOKE RAPIDS,INC. ROCKFORD,INC. ROGERS PLAZA,INC. ROME,INC. ROSWELL,INC. ROYAL OAK,INC. RUMFORD,INC. SAGINAW,INC. SALEM,INC. SALISBURY,INC. SAUGUS,INC. SAUGUS,INC. SAVANNAH,INC. SCOTTSDALE,INC. SCRANTON,INC. SEAFORD,INC. SECURITY,INC. SEVERNA PARK,INC. SHADY BROOK,INC. SHARONVILLE,INC. SHARON,INC. SMYRNA,INC. SOLON,INC. SOMERS POINT,INC. SOMERSET,INC. SOUTH BEND,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2) (2) (2)

(2) (2)

(2) (2) (2) (2)

(2) (2) (2) (2)

(2) (2) (2) (2)

(2) (2)

(2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---SOUTH FLINT,INC. SOUTH HILLS VILLAGE SOUTH PLAINFIELD,INC. SOUTHFIELD,INC. SOUTHGATE PLAZA,INC. SOUTHGATE,INC. SOUTHLAKE MALL,INC. SOUTHLAND,INC. SPEEDWAY SHOPPING CENTER,INC. Organ ----(2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF

(2) (2) (2)

Stat Juris Name ---SOUTH FLINT,INC. SOUTH HILLS VILLAGE SOUTH PLAINFIELD,INC. SOUTHFIELD,INC. SOUTHGATE PLAZA,INC. SOUTHGATE,INC. SOUTHLAKE MALL,INC. SOUTHLAND,INC. SPEEDWAY SHOPPING CENTER,INC. SPOTSYLVANIA,INC. SPRINGFIELD PLAZA,INC. SPRINGFIELD,INC. STATE COLLEGE,INC. STATEN ISLAND,INC. STRATFORD,INC. STREAMWOOD,INC. STROUDSBURG,INC. STRUTHERS,INC. STURGIS,INC. ST. ALBANS,INC. ST. CLAIR SHORES,INC. SUN RAY,INC. SUNBURY PLAZA,INC. TALLAHASSEE MALL,INC. TAYLOR,INC. TECH PLAZA,INC. THE CITADEL,INC. THE GALLERY,INC. THE MARKET PLACE,INC. THE PALISADES OF BIRMINGHAM,INC. THORNDALE,INC. TIFFIN,INC. TITUSVILLE,INC. TOLEDO,INC. TOMS RIVER,INC. TOPSHAM,INC. TOTOWA,INC. TOWN & COUNTRY,INC. TROY,INC. TRUMBULL PLAZA,INC. TUNKHANNOCK,INC. TURNERSVILLE,INC. UNIONTOWN,INC. UNION,INC. UNIVERSITY MALL,INC. UNIVERSITY PLAZA,INC. UPPER ARLINGTON,INC. VALLEY PLAZA, INC. VAN BUREN,INC. Organ ----(2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2) (2) (2)

(2) (2) (2)

(2) (2)

(2) (2) (2)

(2) (2)

(2)

(2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---VINELAND,INC. VIRGINIA BEACH,INC. WALNUTPORT,INC. WARREN PLAZA,INC. WARRENTON,INC. WARREN,INC. WARSAW,INC. WATERBURY, INC. WATERWORKS,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

OF OF OF OF OF OF OF OF OF

(2)

Stat Juris Name ---OF VINELAND,INC. OF VIRGINIA BEACH,INC. OF WALNUTPORT,INC. OF WARREN PLAZA,INC. OF WARRENTON,INC. OF WARREN,INC. OF WARSAW,INC. OF WATERBURY, INC. OF WATERWORKS,INC. OF WAUKEGAN,INC. OF WAYNESBURG,INC. OF WEBSTER,INC. OF WEIRTON,INC. OF WEST DEVON,INC. OF WEST FRANKFORT,INC. OF WEST MANCHESTER,INC. OF WEST MIFFLIN,INC. OF WEST SPRINGFIELD,INC. OF WEST ST. PAUL,INC. OF WEST TOWN,INC. OF WESTERNPORT,INC. OF WESTMINSTER,INC. OF WESTWOOD,INC. OF WHARTON SQUARE,INC. OF WHEATON,INC. OF WHITMAN PLAZA,INC. OF WILKES BARRE,INC. OF WILLIAMSON,INC. OF WILLIAMSPORT,INC. OF WILLIAMSTOWN,INC. OF WILLINGBORO,INC. OF WILMINGTON,INC. OF WINSTON-SALEM,INC. OF WISCONSIN RAPIDS,INC. OF WOODBRIDGE,INC. OF WOODHAVEN,INC. OF WOODLYN,INC. OF WYNCOTE,INC. OF XENIA,INC. OF YORKSHIRE PLAZA,INC. OF YORK,INC. OF YOUNGSTOWN,INC. OF ZANESVILLE,INC. PLUS OF ADRIAN,INC. PLUS OF AMERICAN MALL,INC. PLUS OF ANN ARBOR,INC. PLUS OF APPLETON,INC. PLUS OF ASHTABULA PLAZA,INC. PLUS OF AURORA,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(2)

(2) (2) (2) (2) (2)

(2)

(2) (2)

(2) (2) (2) (2) (2)

(2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---BALTIMORE,INC. BARTOW,INC. BEAVER VALLEY,INC. BECKLEY,INC. BELOIT,INC. BLOOMINGTON,INC. BRADFORD,INC. BRICKTOWN,INC. BRIDGEVILLE,INC. Organ ----(2) (2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

OF OF OF OF OF OF OF OF OF

Stat Juris Name ---BALTIMORE,INC. BARTOW,INC. BEAVER VALLEY,INC. BECKLEY,INC. BELOIT,INC. BLOOMINGTON,INC. BRADFORD,INC. BRICKTOWN,INC. BRIDGEVILLE,INC. BUCKINGHAM SQUARE,INC. CAPITAL HEIGHTS,INC. CAPITAL PLAZA,INC. CARROLLTON,INC. CENTERVILLE,INC. CHAMPAIGN,INC. CHARLESTON,INC. CINDERELLA CITY,INC. CLARION,INC. CLEVELAND HEIGHTS,INC. CLEVELAND,INC. COCOA,INC. COLLEGE PLAZA,INC. DEFIANCE,INC. DERBY,INC. DETROIT,INC. DUBOIS,INC. DUNBAR,INC. EAU CLAIRE,INC. EDGEWOOD,INC. ELKTON,INC. ELLWOOD CITY,INC. ERIE,INC. ESSEXVILLE,INC. FAIRMONT,INC. FLINT,INC. FOND DU LAC,INC. FORESTVILLE,INC. FORT LAUDERDALE,INC. FORT WAYNE,INC. FREDERICK,INC. GALESBURG,INC. GRAFTON,INC. GREENFIELD,INC. HACKETTSTOWN,INC. HADLEY,INC. HAGERSTOWN,INC. HARRISBURG,INC. HARVARD SQUARE,INC. HAZLET,INC. Organ ----(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2) (2) (2) (2) (2) (2) (2) (2) (2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---HICKORY POINT,INC. HIGHLAND RIDGE,INC. HOMEWOOD,INC. HUNT VALLEY,INC. HUNTINGTON,INC. HUTCHINSON,INC. HYATTSVILLE,INC. JANESVILLE,INC. LAKESIDE MALL,INC. Organ ----(2) (2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

OF OF OF OF OF OF OF OF OF

Stat Juris Name ---HICKORY POINT,INC. HIGHLAND RIDGE,INC. HOMEWOOD,INC. HUNT VALLEY,INC. HUNTINGTON,INC. HUTCHINSON,INC. HYATTSVILLE,INC. JANESVILLE,INC. LAKESIDE MALL,INC. LANCASTER PLAZA,INC. LANCASTER,INC. LAWNSIDE,INC. LEO MALL,INC. LINCOLN MALL,INC. LIVONIA MALL,INC. LIVONIA,INC. MANASSAS,INC. MANCHESTER,INC. MANITOWOC,INC. MARION,INC. MARION,IND.,INC. MARTIN PLAZA,INC. MEADVILLE,INC. MELBOURNE,INC. MELROSE PARK,INC. MEMPHIS,INC. MICHIGAN CITY,INC. MONROEVILLE,INC. MT PLEASANT,INC. MT. GREENWOOD,INC. MUNCIE,INC. NATRONA HEIGHTS,INC. NEW BEDFORD,INC. NEW HAVEN,INC. NEW PHILADELPHIA,INC. NORTH CICERO,INC. NORTH FT MYERS,INC. NORTH VERSAILLES,INC. NORTHWEST PLAZA,INC. ORLANDO,INC. OWENSBORO,INC. PEKIN,INC, PERU,INC. PHILLIPSBURG,INC. PITTSFIELD,INC. PITTSTON,INC. PONTIAC,INC. PORTSMOUTH,INC. RADCLIFF,INC. Organ ----(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF OF

(2) (2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---RAINBOW CENTRE,INC. RANDOLPH,INC. ROCKLAND,INC. ROSEVILLE,INC. SANDUSKY,INC. SCRANTON,INC. SHARON HILL,INC. SHARON,INC. SHEBOYGAN,INC. Organ ----(2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

OF OF OF OF OF OF OF OF OF

Stat Juris Name ---OF RAINBOW CENTRE,INC. OF RANDOLPH,INC. OF ROCKLAND,INC. OF ROSEVILLE,INC. OF SANDUSKY,INC. OF SCRANTON,INC. OF SHARON HILL,INC. OF SHARON,INC. OF SHEBOYGAN,INC. OF SKOKIE,INC. OF SOUTH ATTLEBORO,INC. OF SOUTH MALL,INC. OF SOUTH STREET,INC. OF SOUTHINGTON,INC. OF SPRINGFIELD,INC. OF ST AUGUSTINE,INC. OF ST CLAIRSVILLE,INC. OF ST. ALBANS,INC. OF TECH PLAZA,INC. OF THORNTON,INC. OF TUNKHANNOCK,INC. OF TURFLAND MALL,INC. OF VILLAGE MALL,INC. OF WALLKILL,INC. OF WASHINGTON,INC. OF WEST END MALL,INC. OF WESTWOOD PLAZA,INC. OF WHITEHAVEN,INC. OF WILKES BARRE,INC. OF WORCESTER,INC. OF YOUNGSTOWN,INC. #8001,INC. #8002,INC. #8003,INC. #8004,INC. #8005,INC. #8006,INC. #8007,INC. #8008,INC. #8009,INC. #8010 OF ROCKY POINT,INC. #8011,INC. #8012,INC. #8013,INC. #8014,INC. #8015 OF MEDFORD,INC. #8016,INC. #8017 OF RIVERHEAD,INC. #8018 OF NORTH BABYLON,INC. Organ ----(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

(2)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (1) (2) (2) (2) (2)

(1) (1) (1) (1)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#8019,INC. #8020,INC. #8021,INC. #8023,INC. #8024,INC. #8025,INC. #8026,INC. #8027,INC. #8028,INC. Organ ----(1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

(1)

(2) (2) (2)

Stat Juris Name ---#8019,INC. #8020,INC. #8021,INC. #8023,INC. #8024,INC. #8025,INC. #8026,INC. #8027,INC. #8028,INC. #8029,INC. #8030,INC. #8031,INC. #8032,INC. #8033,INC. #8034,INC. #8036,INC. #8037,INC. #8038,INC. #8039,INC. #8040,INC. #811,INC. #818 OF AUBURN,INC. #819,INC. #824,INC. #881,INC. #904,INC. #932,INC. #941,INC. #942,INC. #950,INC. #952,INC. #954,INC. #955 OF FLUSHING,INC. #956,INC. #957,INC. #958,INC. #960,INC. #961,INC. #962,INC. #963,INC. #964,INC. #966,INC. #968,INC. #969,INC. #970,INC. #971,INC. #972,INC. #973,INC. #974 OF E. ROCHESTER,INC. Organ ----(1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

(1)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(1) (1) (1) (1)

(1)

(2) (2)

(1) (1)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(1)

(2) (2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#975 OF HORSEHEADS,INC. #976,INC. #977,INC. #978,INC. #979,INC. #980,INC. #981,INC. #982,INC. #983,INC. Organ ----(2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS PLUS

(2) (2)

Stat Juris Name ---PLUS #975 OF HORSEHEADS,INC. PLUS #976,INC. PLUS #977,INC. PLUS #978,INC. PLUS #979,INC. PLUS #980,INC. PLUS #981,INC. PLUS #982,INC. PLUS #983,INC. PLUS #984,INC. PLUS #985,INC. PLUS #986,INC. PLUS #987,INC. PLUS #990,INC. PLUS #991,INC. PLUS #992,INC. PLUS #993,INC. #108,INC. #123,INC. #131,INC. #138,INC. #139,INC. #141,INC. #142,INC. #142,INC.(RE-OPENED DUE TO TORNADO) #144,INC. #149,INC. #157,INC. #168,INC. #2002 OF FISHKILL,INC. #2003,INC. #2004,INC. #2005,INC. #2006,INC. #2007,INC. #2008,INC. #2009,INC. #2010,INC. #2011,INC. #2012,INC. #2014,INC. #2015,INC. #2017,INC. #2018,INC. #2019,INC. #2020,INC. #2021,INC. #2022,INC. #2023,INC. Organ ----(2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (2) (2) (2) (2) (2) (2) (2) (2)

(1)

(2) (2) (2)

(2)

(2) (1) (2)

(1)

(2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2024,INC. #2026,INC. #2027,INC. #2028,INC. #2029,INC. #2030,INC. #2031,INC. #2032,INC. #2033,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

Stat Juris Name ---#2024,INC. #2026,INC. #2027,INC. #2028,INC. #2029,INC. #2030,INC. #2031,INC. #2032,INC. #2033,INC. #2034,INC. #2035,INC. #2036,INC. #2037,INC. #2038,INC. #2038,INC. #2039,INC. #2040,INC. #2040,INC. #2042,INC. #2043,INC. #2044,INC. #2045 OF EAST GREENBUSH,INC. #2046 OF ONONDAGA PLAZA,INC. #2047,INC. #2048,INC. #2049,INC. #204,INC. #2050 OF MASSENA,INC. #2051,INC. #2052,INC. #2053,INC. #2054,INC. #2055,INC. #2055,INC. #2056,INC. #2056,INC. #2057,INC. #2058,INC. #2059,INC. #2060,INC. #2061,INC. #2062 OF RONKONKOMA,INC. #2063,INC. #2064,INC. #2064,INC. #2065,INC. #2066,INC. #2067,INC. #2068,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

(1)

(2)

(1) (1)

(2) (2)

(2)

(2)

(1) (1) (1)

(2) (2) (2)

(1) (1) (1) (1)

(2) (2) (2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2069,INC. #2070 OF BROOKLYN,INC. #2071 OF FREEPORT,INC. #2072 OF ISLANDIA,INC. #2073,INC. #2074,INC. #2075,INC. #2076,INC. #2077,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (2)

(2)

Stat Juris Name ---#2069,INC. #2070 OF BROOKLYN,INC. #2071 OF FREEPORT,INC. #2072 OF ISLANDIA,INC. #2073,INC. #2074,INC. #2075,INC. #2076,INC. #2077,INC. #2078,INC. #2079,INC, #2080,INC. #2081 OF OGDENSBURG,INC. #2082,INC. #2083,INC. #2084,INC. #2085,INC. #2086,INC. #2087,INC. #2088,INC. #2089,INC. #2090,INC. #2091,INC. #2092,INC. #2093,INC. #2094,INC. #2095,INC. #2096,INC. #2097,INC. #2099,INC. #2100 OF BATAVIA,INC. #2101,INC. #2102,INC. #2103,INC. #2104,INC. #2105,INC. #2106 OF DEPEW,INC. #2107,INC. #2108,INC. #2109,INC. #210,INC. #2110,INC. #2111,INC. #2112,INC. #2113,INC. #2114,INC. #2115,INC. #2116,INC. #2117,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (2)

(2)

(2)

(2) (2)

(2)

(1)

(2)

(2) (2) (1) (1) (2) (2)

(2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2117,INC. #2118 OF NEWBURGH,INC. #2119,INC. #211,INC. #2120,INC. #2121,INC. #2122,INC. #2123,INC. #2124,INC. Organ ----(1) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

(2)

Stat Juris Name ---#2117,INC. #2118 OF NEWBURGH,INC. #2119,INC. #211,INC. #2120,INC. #2121,INC. #2122,INC. #2123,INC. #2124,INC. #2125,INC. #2126,INC. #2127,INC. #2128,INC. #2129,INC. #2130,INC. #2131,INC. #2132,INC. #2133,INC. #2134,INC. #2135,INC. #2136,INC. #2137,INC. #2138,INC. #2139,INC. #2140,INC. #2141,INC. #2142,INC. #2143,INC. #2144,INC. #2145,INC. #2146,INC. #2147,INC. #2148,INC. #2149,INC. #2150,INC. #2151,INC. #2152,INC. #2153,INC. #2154,INC. #2155,INC. #2156,INC. #2157 OF ONEIDA,INC. #2158,INC. #2159,INC. #2160,INC. #2161,INC. #2162,INC. #2163,INC. #2164,INC. Organ ----(1) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

(2)

(1)

(2)

(2)

(2)

(1)

(2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2165,INC. #2166,INC. #2167,INC. #2168,INC. #2169,INC. #2170,INC. #2171,INC. #2172,INC. #2173,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

Stat Juris Name ---#2165,INC. #2166,INC. #2167,INC. #2168,INC. #2169,INC. #2170,INC. #2171,INC. #2172,INC. #2173,INC. #2174,INC. #2175,INC. #2176,INC. #2177,INC. #2180,INC. #2181,INC. #2182,INC. #2183,INC. #2184 of WEBSTER,INC. #2185,INC. #2186,INC. #2187,INC. #2188,INC. #2189,INC. #2190,INC. #2191,INC. #2192,INC. #2193,INC. #2194,INC. #2195,INC. #2196 OF NEWARK,INC. #2197,INC. #2198,INC. #2199,INC. #2200,INC. #2201,INC. #2202,INC. #2203,INC. #2204 OF HORNELL,INC. #2204,INC. #2205,INC. #2206,INC. #2207,INC. #2208,INC. #2209,INC. #2210 OF KINGSTON,INC. #2211,INC. #2212,INC. #2213,INC. #2214,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(2)

(2)

(2)

(2)

(1)

(2)

(2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2215,INC. #2215,INC. #2216,INC. #2217,INC. #2218,INC. #2219,INC. #2220,INC. #2221,INC. #2222,INC. Organ ----(1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

Stat Juris Name ---#2215,INC. #2215,INC. #2216,INC. #2217,INC. #2218,INC. #2219,INC. #2220,INC. #2221,INC. #2222,INC. #2223,INC. #2224,INC. #2225,INC. #2226,INC. #2227,INC. #2228,INC. #2229,INC. #2230,INC. #2231,INC. #2232,INC. #2233,INC. #2234,INC. #2235,INC. #2236,INC. #2237,INC. #2238,INC. #2239,INC. #2240,INC. #2241,INC. #2242,INC. #2243,INC. #2244 OF CANANDAIGUA,INC. #2245,INC. #2246,INC. #2247,INC. #2248,INC. #2249,INC. #2250,INC. #2251,INC. #2252 OF BAYSHORE,INC. #2253,INC. #2254,INC. #2255,INC. #2256,INC. #2257,INC. #2258,INC. #2259,INC. #2260,INC. #2261,INC. #2262,INC. Organ ----(1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(2)

(2)

(2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2263,INC. #2264,INC. #2265 OF STATEN ISLAND,INC. #2266,INC. #2268,INC. #2269 OF PLATTSBURGH,INC. #2270,INC. #2271,INC. #2272,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2) (2) (2) (2)

(1) (1)

Stat Juris Name ---#2263,INC. #2264,INC. #2265 OF STATEN ISLAND,INC. #2266,INC. #2268,INC. #2269 OF PLATTSBURGH,INC. #2270,INC. #2271,INC. #2272,INC. #2273,INC. #2274,INC. #2275,INC. #2276,INC. #2277,INC. #2278,INC. #2279,INC. #2280,INC. #2281,INC. #2282,INC. #2283,INC. #2284,INC. #2285,INC. #2286,INC. #2287,INC. #2288,INC. #2289 OF GARDEN CITY,INC. #2290,INC. #2291,INC. #2292,INC. #2293,INC. #2295,INC. #2296,INC. #2297,INC. #2298,INC. #2299,INC. #229,INC. #2300,INC. #2301,INC. #2302,INC. #2303,INC. #2304,INC. #2305,INC. #2306,INC. #2308,INC. #2309,INC. #2310,INC. #2311,INC. #2313,INC. #2314,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2) (2) (2) (2) (2)

(1) (1) (1)

(1)

(2)

(2)

(1)

(2)

(1)

(2) (2)

(1)

(2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2315,INC. #2316,INC. #2317,INC. #2318,INC. #2320,INC. #2321,INC. #2322,INC. #2323,INC. #2324,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

Stat Juris Name ---#2315,INC. #2316,INC. #2317,INC. #2318,INC. #2320,INC. #2321,INC. #2322,INC. #2323,INC. #2324,INC. #2325,INC. #2326,INC. #2327,INC. #2328,INC. #2329,INC. #2330,INC. #2331,INC. #2332,INC. #2333,INC. #2334,INC. #2335,INC. #2336,INC. #2337,INC. #2338,INC. #2339,INC. #2340,INC. #2341,INC. #2342 OF LONG ISLAND CITY,INC. #2343,INC. #2344,INC. #2345,INC. #2346,INC. #2347,INC. #2348,INC. #2349,INC. #2350,INC. #2351,INC. #2352,INC. #2353,INC. #2354,INC. #2355,INC. #2356,INC. #2357,INC. #2358,INC. #2359,INC. #2360,INC. #2361,INC. #2362,INC. #2363,INC. #2364, OF NORTH TONAWANDA,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2) (2) (2)

(2) (2) (2)

(1)

(2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2365,INC. #2366,INC. #2367,INC. #2368,INC. #2369,INC. #2370 OF MALONE,INC. #2371 OF POUGHKEEPSIE,INC. #2372,INC. #2373,INC. Organ ----(2) (1) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

Stat Juris Name ---#2365,INC. #2366,INC. #2367,INC. #2368,INC. #2369,INC. #2370 OF MALONE,INC. #2371 OF POUGHKEEPSIE,INC. #2372,INC. #2373,INC. #2374,INC. #2375,INC. #2376,INC. #2377,INC. #2378,INC. #2379,INC. #2380,INC. #2381,INC. #2382,INC. #2383,INC. #2384 OF ROCHESTER,INC. #2385,INC. #2386 OF BROOKLYN,INC. #2387,INC. #2388,INC. #2389,INC. #2390,INC. #2391,INC. #2392,INC. #2393,INC. #2394,INC. #2395,INC. #2396 OF BIG FLATS,INC. #2397,INC. #2398,INC. #2399,INC. #2400,INC. #2401,INC. #2402,INC. #2403,INC. #2404,INC. #2405,INC. #2406,INC. #2407,INC. #2409,INC. #2410,INC. #2411,INC. #2412,INC. #2413,INC. #2414,INC. Organ ----(2) (1) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

(1)

(2)

(2)

(1) (1)

(2) (2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2415,INC. #2416,INC. #2417,INC. #2418,INC. #2419,INC. #2420,INC. #2421,INC. #2422,INC. #2423,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

Stat Juris Name ---#2415,INC. #2416,INC. #2417,INC. #2418,INC. #2419,INC. #2420,INC. #2421,INC. #2422,INC. #2423,INC. #2424,INC. #2425,INC. #2426 OF EAST AURORA,INC. #2427 OF GLENS FALLS,INC. #2428,INC. #2429,INC. #2430,INC. #2431,INC. #2432,INC. #2433,INC. #2434,INC. #2435,INC. #2436,INC. #2437,INC. #2438,INC. #2439,INC. #2440,INC. #2441,INC. #2442,INC. #2443,INC. #2444,INC. #2445,INC. #2446,INC. #2447,INC. #2448,INC. #2449,INC. #2450,INC. #2451,INC. #2452,INC. #2453,INC. #2454 OF SCHENECTADY,INC. #2455 OF WILTON,INC. #2456,INC. #2457,INC. #2458,INC. #2459,INC. #2460,INC. #2461,INC. #2461,INC. #2461,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

(1) (1)

(2) (2)

(2)

(2)

(2) (2)

(1)

(2)

(1)

(2)

(2)

(2) (1) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2462,INC. #2463,INC. #2464,INC. #2466,INC. #2467,INC. #2468 OF BATH,INC. #2469,INC. #2470 OF BINGHAMPTON,INC. #2471,INC. Organ ----(1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2) (2)

Stat Juris Name ---#2462,INC. #2463,INC. #2464,INC. #2466,INC. #2467,INC. #2468 OF BATH,INC. #2469,INC. #2470 OF BINGHAMPTON,INC. #2471,INC. #2472,INC. #2473,INC. #2474,INC. #2475,INC. #2476 OF MIDDLE ISLAND,INC. #2477,INC. #2478,INC. #2479,INC. #2480,INC. #2482,INC. #2483,INC. #2484,INC. #2485,INC. #2486,INC. #2487,INC. #2488,INC. #2489,INC. #2490 OF NEW HARTFORD,INC. #2491,INC. #2492,INC. #2493,INC. #2494,INC. #2495 OF IRONDEQUIOT,INC. #2496,INC. #2497,INC. #2498,INC. #2499,INC. #2500,INC. #2501,INC. #2502,INC. #2503,INC. #2504,INC. #2505 OF HUDSON,INC. #2506,INC. #2507,INC. #2508,INC. #2509,INC. #2510,INC. #2511,INC. #2512,INC. Organ ----(1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2) (2)

(2)

(1)

(2) (2) (2)

(2) (2)

(1)

(2)

(1) (1)

(2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2513,INC. #2514,INC. #2515,INC. #2516,INC. #2517,INC. #2518,INC. #2519 OF FULTON,INC. #2520,INC. #2521,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1)

(2) (2)

Stat Juris Name ---#2513,INC. #2514,INC. #2515,INC. #2516,INC. #2517,INC. #2518,INC. #2519 OF FULTON,INC. #2520,INC. #2521,INC. #2522,INC. #2523,INC. #2524,INC. #2525,INC. #2526,INC. #2527,INC. #2528,INC. #2529,INC. #2530,INC. #2531,INC. #2531,INC. #2532,INC. #2533,INC. #2534,INC. #2535,INC. #2536,INC. #2537,INC. #2538,INC. #2539,INC. #2540,INC. #2541,INC. #2542,INC. #2543,INC. #2544,INC. #2545,INC. #2546,INC. #2547,INC. #2548,INC. #2549,INC. #2550,INC. #2551 OF CLAY,INC. #2552,INC. #2553,INC. #2554,INC. #2555,INC. #2556,INC. #2557,INC. #2558,INC. #2559,INC. #255,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1)

(2) (2)

(2) (2) (1) (2)

(1)

(2) (2)

(1)

(2)

(1)

(2)

(1) (1)

(2) (2) (2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2560,INC. #2561,INC. #2562,INC. #2563,INC. #2564,INC. #2565,INC. #2566,INC. #2567,INC. #2568,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

Stat Juris Name ---#2560,INC. #2561,INC. #2562,INC. #2563,INC. #2564,INC. #2565,INC. #2566,INC. #2567,INC. #2568,INC. #2569,INC. #2570,INC. #2571,INC. #2572,INC. #2573,INC. #2574,INC. #2575,INC. #2576,INC. #2577,INC. #2578,INC. #2579,INC. #2580,INC. #2581,INC. #2582,INC. #2583,INC. #2584 OF CORTLAND,INC. #2585,INC #2586,INC. #2587,INC. #2588,INC. #2589,INC. #258,INC. #2590,INC. #2591,INC. #2592,INC. #2593,INC. #2594,INC. #2595,INC. #2596,INC. #2597 OF COLONIE,INC. #2598,INC. #2599,INC. #2600,INC. #2601,INC. #2602,INC. #2603,INC. #2604 OF VESTAL,INC. #2605,INC. #2606,INC. #2607,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

(1) (1) (1)

(2) (2) (2)

(2)

(1)

(2)

(1)

(2)

(1)

(2) (2)

(1) (1)

(2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2608,INC. #2609,INC. #2610,INC. #2611,INC. #2612,INC. #2613,INC. #2614,INC. #2615,INC. #2616,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1) (1)

(2) (2) (2) (2)

Stat Juris Name ---#2608,INC. #2609,INC. #2610,INC. #2611,INC. #2612,INC. #2613,INC. #2614,INC. #2615,INC. #2616,INC. #2617,INC. #2618,INC. #2619,INC. #2620,INC. #2621,INC. #2622,INC. #2623,INC. #2624,INC. #2625 OF PLATTSBURG,INC. #2626,INC. #2627 OF WEST SENECA,INC. #2628 OF NIAGRA FALLS,INC. #2629,INC. #2630,INC. #2631,INC. #2632,INC. #2633,INC. #2634,INC. #2635 OF GENESEO,INC. #2636,INC. #2637,INC. #2638,INC. #2639,INC. #263,INC. #2640,INC. #2641,INC. #2642,INC. #2643,INC. #2644,INC. #2645,INC. #2646,INC. #2647,INC. #2648,INC. #2649,INC. #2650,INC. #2650,INC. #2651,INC. #2652,INC. #2653,INC. #2654,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1) (1)

(2) (2) (2) (2)

(1) (1)

(2) (2)

(1)

(2) (2) (2)

(1) (1)

(2) (2)

(2)

(1) (1)

(2) (2)

(1)

(2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2655,INC. #2656,INC. #2657,INC. #2658,INC. #2659,INC #265,INC. #2660,INC. #2661 OF LAKEWOOD,INC. #2662,INC. Organ ----(1) (1) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (1) (2)

Stat Juris Name ---#2655,INC. #2656,INC. #2657,INC. #2658,INC. #2659,INC #265,INC. #2660,INC. #2661 OF LAKEWOOD,INC. #2662,INC. #2663,INC. #2664,INC. #2665,INC. #2666,INC. #2667,INC. (DUE TO TORNATO) #2667,INC. (REOPENED) #2668,INC. #2669,INC. #2670,INC. #2671,INC. #2672,INC. #2673,INC. #2674,INC. #2675,INC. #2676,INC. #2677,INC. #2678,INC. #2679,INC. #2680,INC. #2681,INC. #2682,INC. #2684,INC. #2685,INC. #2687,INC. #2688,INC. #2689,INC. #2690,INC. #2691,INC. #2692,INC. #2693,INC. #2694,INC. #2695,INC. #2696,INC. #2697,INC. #2698,INC. #2699,INC. #2700 OF PORT JEFFERSON,INC. #2701,INC. #2702,INC. #2703,INC. Organ ----(1) (1) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (1) (2)

(2) (1) (2) (2)

(1)

(2)

(2)

(2) (2)

(1)

(2) (2)

(1)

(2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2704,INC. #2705,INC. #2706,INC. #2707,INC. #2708,INC. #2709,INC. #2710,INC. #2711,INC. #2712,INC. Organ ----(2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (1) (2)

Stat Juris Name ---#2704,INC. #2705,INC. #2706,INC. #2707,INC. #2708,INC. #2709,INC. #2710,INC. #2711,INC. #2712,INC. #2713,INC. #2714,INC. #2715 OF SYRACUSE,INC. #2716,INC. #2717,INC. #2718,INC. #2719,INC. #2720,INC. #2721,INC. #2722,INC. #2723,INC. #2724,INC. #2725,INC. #2726,INC. #2727,INC. #2728,INC. #2729,INC. #2730,INC. #2731,INC. #2732,INC. #2733,INC. #2734,INC. #2735,INC. #2736,INC. #2737,INC. #2738,INC. #2739 OF ROTTERDAM,INC. #2740,INC #2741,INC. #2742,INC. #2743,INC. #2744,INC. #2745,INC. #2748,INC. #2748,INC. #2749,INC. #2750,INC. #2751,INC. #2752,INC. #2753,INC. Organ ----(2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (1) (2)

(2) (1) (1) (2) (2)

(1) (1)

(2) (2)

(1) (1)

(2) (2) (2) (2) (2)

(1)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2754,INC. #2755,INC. #2755,INC. #2756,INC. #2757,INC. #2758,INC. #2759,INC. #2760,INC. #2761,INC. Organ ----(1) (1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

Stat Juris Name ---#2754,INC. #2755,INC. #2755,INC. #2756,INC. #2757,INC. #2758,INC. #2759,INC. #2760,INC. #2761,INC. #2762,INC. #2763,INC. #2764,INC. #2765,INC. #2766,INC. #2767,INC. #2768,INC. #2769,INC. #2770,INC. #2771,INC. #2772,INC. #2773,INC. #2774,INC. #2775,INC. #2775,INC. #2777,INC. #2778,INC. #2778,INC. #2779,INC. #2780,INC. #2781,INC. #2782,INC. #2783,INC. #2784,INC. #2785,INC. #2786,INC. #2787,INC. #2788,INC. #2789,INC. #2790,INC. #2791,INC. #2792,INC. #2793,INC. #2794,INC. #2795,INC. #2796 OF COBLESKILL,INC. #2797,INC. #2798,INC. #2799,INC. #2799,INC. Organ ----(1) (1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(1) (1)

(2) (2)

(1) (1) (1) (1)

(2) (2) (2) (2) (2) (2) (2)

(1)

(2) (2)

(1) (1)

(2) (2)

(2)

(1) (1)

(2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#279,INC. #2800,INC. #2800,INC. #2802,INC. #2803,INC. #2804,INC. #2805,INC. #2806,INC. #2807,INC. Organ ----(1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2)

Stat Juris Name ---#279,INC. #2800,INC. #2800,INC. #2802,INC. #2803,INC. #2804,INC. #2805,INC. #2806,INC. #2807,INC. #2807,INC. #2808,INC. #2809,INC. #2810,INC. #2811,INC. #2812,INC. #2813,INC. #2814,INC. #2815,INC. #2816,INC. #2817,INC. #2818,INC. #2819,INC. #2820,INC. #2821,INC. #2822,INC. #2822,INC. #2823,INC. #2824,INC. #2825,INC. #2826,INC. #2827,INC. #2828,INC. #2829,INC. #2830,INC. #2831,INC. #2832,INC. #2833,INC. #2834,INC. #2835,INC. #2836,INC. #2836,INC. #2837,INC. #2837,INC. #2838,INC. #2839,INC. #2840,INC. #2841,INC. #2842,INC. #2843,INC. Organ ----(1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1)

(2) (2)

(1) (1) (1) (1) (1)

(2) (2) (2) (2) (2)

(1) (1) (1) (1)

(2) (2) (2) (2)

(1) (1) (1) (1) (1) (1) (1) (1)

(2) (2) (2) (2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2844,INC. #2845,INC. #2846,INC. #2848,INC. #2849,INC. #2850,INC. #2851,INC. #2852,INC. #2853 OF ROME,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2) (2) (2)

Stat Juris Name ---#2844,INC. #2845,INC. #2846,INC. #2848,INC. #2849,INC. #2850,INC. #2851,INC. #2852,INC. #2853 OF ROME,INC. #2854,INC. #2855,INC. #2856,INC. #2857,INC. #2858,INC. #2859,INC. #2860,INC. #2861,INC. #2862,INC. #2863,INC. #2864,INC. #2865,INC. #2866,INC. #2867,INC. #2868,INC. #2869,INC. #2870,INC. #2871 OF ALBANY,INC. #2872,INC. #2873,INC. #2874,INC. #2876,INC. #2877,INC. #2878,INC. #2879,INC. #2880,INC. #2881,INC. #2882,INC. #2883,INC. #2884,INC. #2885,INC. #2886,INC. #2887,INC. #2888,INC. #2889,INC. #2890,INC. #2891,INC. #2892,INC. #2893,INC. #2894,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(2) (2) (2)

(1) (1) (1)

(2) (2) (2)

(1) (1) (1)

(2) (2) (2)

(1)

(2)

(1)

(2)

(1) (1) (1)

(2) (2) (2) (2) (2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2895,INC. #2896,INC. #2897,INC. #2898,INC. #2899,INC. #2900,INC. #2901,INC #2902,INC. #2903,INC. Organ ----(1) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1)

(2) (2)

Stat Juris Name ---#2895,INC. #2896,INC. #2897,INC. #2898,INC. #2899,INC. #2900,INC. #2901,INC #2902,INC. #2903,INC. #2904,INC. #2905,INC. #2906,INC. #2907,INC. #2908,INC. #2909,INC. #2910 OF POUGHKEEPSIE,INC. #2911,INC. #2912 OF VICTOR,INC. #2913,INC. #2914,INC. #2915,INC. #2916,INC. #2917,INC. #2918,INC. #2919,INC. #2920,INC. #2921,INC. #2922,INC. #2923 OF AMSTERDAM,INC. #2924,INC. #2925,INC. #2926,INC. #2927,INC. #2928,INC. #2929,INC. #2930,INC. #2931,INC. #2932,INC. #2934,INC. #2936,INC. #2937,INC. #2940,INC #2941,INC. #2942,INC. #2943,INC. #2944,INC. #2945 OF MEDIA,INC. #2946 OF EAST AURORA,INC. #2947,INC. Organ ----(1) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1)

(2) (2)

(1)

(2)

(1) (1)

(2) (2)

(1) (1)

(2) (2) (2) (2)

(1)

(2)

(2) (1) (2)

(2) (1) (2) (2) (2)

(1)

(1) (1)

(2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2948,INC. #2949,INC. #2950,INC. #2951,INC. #2952,INC. #2953,INC. #2954,INC. #2955,INC. #2956,INC. Organ ----(1) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (1) (2)

Stat Juris Name ---#2948,INC. #2949,INC. #2950,INC. #2951,INC. #2952,INC. #2953,INC. #2954,INC. #2955,INC. #2956,INC. #2957,INC. #2958,INC. #2959 OF BUFFALO,INC. #2960 OF HENRIETTA,INC. #2961 OF LOCKPORT,INC. #2962 OF HAMBURG,INC. #2963 OF BUFFALO,INC. #2964,INC. #2965,INC. #2966,INC. #2967,INC. #2968,INC. #2969,INC. #2970,INC. #2971,INC. #2972,INC. #2973,INC. #2974,INC. #2975,INC. #2976,INC. #2977,INC. #2978,INC. #2979,INC. #2980,INC. #2981,INC. #2982,INC. #2983,INC. #2984,INC. #2985,INC. #2986,INC. #2987,INC. #2988,INC. #2989,INC. #2990,INC. #2991,INC. #2992,INC. #2993,INC. #2994,INC. #2995,INC. #2996,INC. Organ ----(1) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (1) (2)

(1) (1) (1) (1) (1) (1) (1)

(2) (2) (2) (2) (2) (2) (2)

(1)

(2) (2) (2)

(1) (1) (1) (1) (1)

(2) (2) (2) (2) (2)

(1)

(2) (2)

(1) (1)

(2) (2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#2997,INC. #2998,INC. #2999,INC. #3000,INC. #3001,INC. #3002,INC. #3003,INC. #3004,INC. #3005,INC. Organ ----(1) (1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1)

(2) (2)

Stat Juris Name ---#2997,INC. #2998,INC. #2999,INC. #3000,INC. #3001,INC. #3002,INC. #3003,INC. #3004,INC. #3005,INC. #3006,INC. #3007,INC #3008,INC. #3009,INC. #3010,INC. #3011,INC. #3012,INC. #3013,INC. #3014,INC. #3016,INC. #3017 OF ROCKY POINT,INC. #3018,INC. #3019,INC. #3020,INC. #3021,INC. #3022,INC. #3023,INC. #3024,INC. #3025,INC. #3026,INC. #3027,INC. #3028,INC. #3029,INC. #3030,INC. #3031,INC. #3032,INC. #3033,INC. #3034,INC. #3035,INC. #3036,INC. #3037,INC. #3038,INC. #3039,INC. #3040,INC. #3041,INC. #3042,INC. #3043,INC. #3044,INC. #3045,INC. #3046,INC. Organ ----(1) (1) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1)

(2) (2)

(1)

(2)

(1) (1) (1) (1) (1) (1) (1)

(2) (2) (2) (2) (2) (2) (2)

(1) (1) (1) (1) (1) (1)

(2) (2) (2) (2) (2) (2)

(1) (1) (1) (1) (1) (1) (1)

(2) (2) (2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#3047,INC. #3048 OF WELLSVILLE,INC. #3049,INC. #3050,INC. #3051,INC. #3052,INC. #3053,INC. #3054,INC. #3055,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1) (1)

(2) (2) (2)

Stat Juris Name ---#3047,INC. #3048 OF WELLSVILLE,INC. #3049,INC. #3050,INC. #3051,INC. #3052,INC. #3053,INC. #3054,INC. #3055,INC. #3056,INC. #3057,INC. #3058,INC. #3059,INC. #3060,INC. #3061,INC. #3062,INC. #3063,INC. #3064,INC. #3065,INC. #3066,INC. #3067,INC #3068,INC. #3069,INC. #3070,INC. #3071,INC. #3072,INC. #3073,INC. #3074,INC. #3076,INC. #3077,INC. #3078,INC. #3079,INC. #3080,INC. #3081,INC. #3082,INC. #3083,INC. #3084,INC. #3085,INC. #3086,INC. #3087,INC. #3088,INC. #3089,INC. #3090,INC. #3091,INC. #3092,INC. #3093,INC. #3095,INC. #3096,INC. #3097,INC. Organ -----

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1) (1) (1)

(2) (2) (2)

(1)

(2)

(1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#336,INC. #3906,INC. #3907,INC. #418,INC. #429,INC. Organ ----(1) (1) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG

Stat Juris Name ---#336,INC. #3906,INC. #3907,INC. #418,INC. #429,INC. #42,INC. #44,INC. #461,INC. #467 OF LEVITTOWN,INC. #471,INC. #47,INC. #47,INC. #507,INC. #508,INC. #519,INC. #520,INC. #527,INC. #529 OF HAMBURG,INC. #533,INC. #534,INC. #535,INC. #538,INC. #544,INC. #545,INC. #548,INC. #554,INC. #558,INC. #560 OF GLOVERSVILLE,INC. #561,INC. #562,INC. #563,INC. #564,INC. #565,INC. #566,INC. #567,INC. #568,INC. #569,INC. #570 OF CLIFTON PARK,INC. #571,INC. #572,INC. #573,INC. #574 OF SYRACUSE,INC. #575,INC. #576,INC. #577,INC. #578,INC. #579,INC. #580,INC. #581,INC. Organ ----(1) (1) (2) (2) (2) (2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(1)

(1)

(2) (2)

(2) (2) (2)

(2) (2) (2) (2)

(2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#582,INC. #583,INC. #584 OF YONKERS,INC. #585,INC. #586,INC. #587,INC. #588,INC. #589,INC. #591,INC. Organ ----(2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(2)

Stat Juris Name ---#582,INC. #583,INC. #584 OF YONKERS,INC. #585,INC. #586,INC. #587,INC. #588,INC. #589,INC. #591,INC. #592,INC. #593 OF SELDEN,INC. #594,INC. #595,INC. #596,INC. #597,INC. #599,INC. #600,INC. #601,INC. #602,INC. #603 OF HUDSON AVENUE,INC. #604,INC. #605,INC. #606,INC. #607,INC. #608,INC. #609,INC. #610,INC. #611,INC. #612,INC. #613,INC. #614,INC. #615,INC. #616,INC. #617,INC. #618,INC. #619,INC. #620,INC. #621,INC. #622,INC. #623,INC. #624,INC. #625,INC. #626,INC. #627,INC. #628,INC. #629,INC. #630,INC. #631,INC. #632,INC. Organ ----(2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(2)

(2)

(1) (1)

(2) (2)

(1) (1)

(2) (2) (2) (2)

(2)

(1)

(2) (2) (2)

(2)

(2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#633 OF DEWITT,INC. #634,INC. #635,INC. #636,INC. #637,INC. #638,INC. #639,INC. #640,INC. #641,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(1)

(2)

Stat Juris Name ---#633 OF DEWITT,INC. #634,INC. #635,INC. #636,INC. #637,INC. #638,INC. #639,INC. #640,INC. #641,INC. #642,INC. #643,INC. #644,INC. #645,INC. #646,INC. #647,INC. #648,INC. #649,INC. #650,INC. #651,INC. #652,INC. #653,INC. #654,INC. #655,INC. #656,INC. #657,INC. #658,INC. #659,INC. #660 OF ALBANY,INC. #661,INC. #662,INC. #663,INC. #664,INC. #665,INC. #666,INC. #667,INC. #668 OF SHIRLEY,INC. #669,INC. #670,INC. #671,INC. #672,INC. #673,INC. #674,INC. #675,INC. #676 OF OZONE PARK,INC. #677,INC. #678,INC. #679 OF WATERTOWN,INC. #680,INC. #681,INC. Organ ----(2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(1)

(2)

(2)

(2)

(1)

(2)

(2)

(1)

(2) (2)

(2) (1) (2)

(2) (2)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#682,INC. #683,INC. #684,INC. #685,INC. #686,INC. #687,INC. #688,INC. #689,INC. #690,INC. Organ ----(2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (2)

Stat Juris Name ---#682,INC. #683,INC. #684,INC. #685,INC. #686,INC. #687,INC. #688,INC. #689,INC. #690,INC. #691,INC. #692,INC. #693,INC. #694,INC. #695,INC. #696,INC. #697,INC. #698,INC. #699,INC. #712,INC. #716,INC. #717,INC. #718,INC. #719,INC. #720 OF OSWEGO,INC. #721,INC. #722,INC. #723,INC. #724,INC. #725,INC. #726,INC. #727,INC. #728,INC. #729,INC. #730,INC. #731,INC. #732,INC. #733,INC. #734 OF DUNKIRK,INC. #735,INC. #736,INC. #737,INC. #738,INC. #739,INC. #740,INC. #741,INC. #742,INC. #743,INC. #744,INC. #745,INC. Organ ----(2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2) (2) (2)

(2)

(2) (2) (2) (2)

(2) (2) (1) (2)

(2)

(2) (2)

(1)

(2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#746,INC. #747,INC. #748,INC. #749,INC. #750,INC. #751,INC. #752,INC. #753 OF RIDGEMONT PLAZA,INC. #754,INC. Organ ----(2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

Stat Juris Name ---#746,INC. #747,INC. #748,INC. #749,INC. #750,INC. #751,INC. #752,INC. #753 OF RIDGEMONT PLAZA,INC. #754,INC. #755,INC. #756,INC. #757 OF BROCKPORT,INC. #758,INC. #759,INC. #760 OF PINE PLAZA,INC. #761,INC. #762,INC. #763,INC. #764,INC. #765 OF LACKAWANNA,INC. #766,INC. #767,INC. #768,INC. #769,INC. #770,INC. #771,INC. #772 OF MIDDLETOWN,INC. #773,INC. #774,INC. #775,INC. #776,INC. #778,INC. #779,INC. #780,INC. #781,INC. #782,INC. #784,INC. #785,INC. #786,INC. #787,INC. #788,INC. #789,INC. #790,INC. #791,INC. #792,INC. #793,INC. #794,INC. #795,INC. #796,INC. Organ ----(2) (2) (2) (2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHION

BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG BUG

(2)

(2) (2)

(1)

(2)

(2) (2)

(2) (2)

(2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---BUG #797,INC. BUG #798,INC. BUG #799,INC. BUG #84 OF QUEENS,INC. BUG #863,INC. BUG #95,INC.(907) BUG & FASHION BUG PLUS #2179,INC. BUG #2408 OF BRUNSWICK,INC. SERVICE CORP Organ ----(2)

FASHION FASHION FASHION FASHION FASHION FASHION FASHION FASHOIN FASHION

(1)

(2) (2)

Stat Juris Name ---FASHION BUG #797,INC. FASHION BUG #798,INC. FASHION BUG #799,INC. FASHION BUG #84 OF QUEENS,INC. FASHION BUG #863,INC. FASHION BUG #95,INC.(907) FASHION BUG & FASHION BUG PLUS #2179,INC. FASHOIN BUG #2408 OF BRUNSWICK,INC. FASHION SERVICE CORP FB APPAREL FB CLOTHING,INC. FB DISTRO FESTUS DEVELOPMENT CO.,INC. FESTUS #2733 DEVELOPMENT CO.,INC. FSC SERVICE CORP. FSHC,INC. F.B. PLUS WOMEN'S APPAREL OF JOHNSON CITY,INC. F.B. PLUS WOMEN'S APPAREL OF KINGSTON,INC. F.B. PLUS WOMEN'S APPAREL OF PINE PLAZA,INC. F.B. PLUS WOMEN'S APPAREL OF RIVERSIDE,INC. F.B. PLUS WOMEN'S APPAREL OF RIVERSIDE,INC. F.B. PLUS WOMEN'S APPAREL OF WEST SENECA,INC. F.B. WOMEN'S APPAREL OF AMSTERDAM,INC. F.B. WOMEN'S APPAREL OF CAMILLUS,INC. F.B. WOMEN'S APPAREL OF CLAY,INC. F.B. WOMEN'S APPAREL OF COLONIE,INC. F.B. WOMEN'S APPAREL OF DELMAR,INC. F.B. WOMEN'S APPAREL OF DEPEW,INC. F.B. WOMEN'S APPAREL OF ONEONTA,INC. F.B. WOMEN'S APPAREL OF PANORAMA PLAZA,INC. F.B. WOMEN'S APPAREL OF RIVERSIDE,INC. F.B. WOMEN'S APPAREL OF SARATOGA SPRINGS,INC. F.B. WOMEN'S APPAREL OF SCHENECTADY,INC. F.B. WOMEN'S APPAREL OF SHOP CITY,INC. F.B. WOMEN'S APPAREL OF UTICA,INC. F.B. WOMEN'S APPAREL OF YORKTOWN HEIGHTS,INC. F.B. WOMEN'S APPAREL #2481 OF RIVERSIDE,INC. HOUGHTON LAKE #2611 DEVELOPMENT CO.,INC. INTERNATIONAL APPAREL, INC. J.G.RYCE OF LEVITTOWN,INC. J.G.RYCE OF SANDY PLAZA,INC. J.M. BALTER CO J.P.A. CLOTHING COMPANY J.P.A. SERVICE CO. KAFCO DEVELOPMENT CO., INC. KIRKSTONE LTD LEWISVILLE #2782 DEVELOPMENT CO.,INC. MACOMB #2619 DEVELOPMENT CO., INC. ORLE Organ ----(2)

(1)

(2) (2) (2) (2) (2) (2) (2) (2) (2)

(2) (2) (2) (2) (2) (2) (2) (2)

(2) (2) (2) (2) (2)

(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---OWENSBORO #2976 DEVELOPMENT CO.,INC. PRESQUE ISLE #2756 DEVELOPMENT CO.,INC. PRICE APPEAL #5000,INC. PRICE APPEAL #5001 OF STATEN ISLAND,INC. PRICE APPEAL #5002,INC. PRICE APPEAL #5003,INC. PRICE APPEAL #5004,INC. PRICE APPEAL #5005,INC. PRICE APPEAL #5006,INC. Organ ----(2) (2) (2) (2) (2) (2) (2) (2) (2)

(1)

Stat Juris Name ---OWENSBORO #2976 DEVELOPMENT CO.,INC. PRESQUE ISLE #2756 DEVELOPMENT CO.,INC. PRICE APPEAL #5000,INC. PRICE APPEAL #5001 OF STATEN ISLAND,INC. PRICE APPEAL #5002,INC. PRICE APPEAL #5003,INC. PRICE APPEAL #5004,INC. PRICE APPEAL #5005,INC. PRICE APPEAL #5006,INC. PRICE APPEAL #5007,INC. PRICE APPEAL #5008,INC. PRICE APPEAL #5009,INC. PRICE APPEAL #5010,INC. PRICE APPEAL #5011,INC. PRICE APPEAL #5012,INC. PRICE APPEAL #5013,INC. PRICE APPEAL #5014,INC. PRICE APPEAL #5015,INC. PRICE APPEAL #5016,INC. PRICE APPEAL #5017,INC. PRICE APPEAL #5018,INC. PRICE APPEAL #5019,INC. PRICE APPEAL #5020,INC. PRICE APPEAL #5021,INC. PRICE APPEAL #5022,INC. PRICE APPEAL #5023,INC. PRICE APPEAL #5024,INC. PRICE APPEAL #5025,INC. PRICE APPEAL #5026,INC. PRICE APPEAL #5027,INC. PRICE APPEAL #5028,INC. PRICE APPEAL #5029,INC. PRICE APPEAL #5030,INC. PRICE APPEAL #5031,INC. PRICE APPEAL #5032,INC. PRICE APPEAL #5033,INC. PRICE APPEAL #5034,INC. PRICE APPEAL #5035,INC. PRICE APPEAL #5037,INC. PRICE APPEAL #5038,INC. PRICE APPEAL #5039,INC. PRICE APPEAL #5041,INC. PRICE APPEAL #5042,INC. PRICE APPEAL #5043,INC. PRICE APPEAL #5044,INC. PRICE APPEAL #5045,INC. PRICE APPEAL #5046,INC. PRICE APPEAL #5047,INC. PRICE APPEAL #5048,INC. Organ ----(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(1)

(1)

(1) (1) (1) (1) (1) (1) (1) (1) (1) (1)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

Stat Juris Name ---#5049,INC. #5050,INC. #5051,INC. #5052,INC. #5053,INC. #5054,INC. #5055,INC. #5056,INC. #5057,INC. Organ ----(2) (2) (2) (2) (2) (2) (2) (2) (2)

PRICE PRICE PRICE PRICE PRICE PRICE PRICE PRICE PRICE

APPEAL APPEAL APPEAL APPEAL APPEAL APPEAL APPEAL APPEAL APPEAL

(1) (1) (1) (1) (1) (1)

Stat Juris Name ---PRICE APPEAL #5049,INC. PRICE APPEAL #5050,INC. PRICE APPEAL #5051,INC. PRICE APPEAL #5052,INC. PRICE APPEAL #5053,INC. PRICE APPEAL #5054,INC. PRICE APPEAL #5055,INC. PRICE APPEAL #5056,INC. PRICE APPEAL #5057,INC. PRICE APPEAL #5058,INC. PRICE APPEAL #5059,INC. PRICE APPEAL #5060,INC. PRICE APPEAL #5061,INC. P'ZAZZ FASHIONS OF BARBOURSVILLE,INC. P'ZAZZ FASHIONS OF FRANKLIN,INC. P'ZAZZ FASHIONS OF FT LAUDERDALE,INC. P'ZAZZ FASHIONS OF HAGERSTOWN,INC. P'ZAZZ FASHIONS OF HARRISBURG EAST MALL,INC. P'ZAZZ FASHIONS OF KALAMAZOO,INC. P'ZAZZ FASHIONS OF OZONE,INC. P'ZAZZ FASHIONS OF SCRANTON,INC. P'ZAZZ FASHIONS OF SEAFORD,INC. P'ZAZZ FASHIONS OF ST ALBANS,INC. P'ZAZZ FASHIONS OF TOWER MALL,INC. P'ZAZZ FASHIONS OF TOWER MALL,INC. P'ZAZZ FASHIONS OF UNIONTOWN,INC. P'ZAZZ FASHIONS OF WYNCOTE,INC. ROLLA DEVELOPMENT CO.,INC. ROLLA #2685 DEVELOPMENT CO.,INC. S A FUNDING,INC. SALINA #2926 DEVELOPMENT CO.,INC. SAN ANGELO #2973 DEVELOPMENT CO.,INC. SENTANI TRADING LTD. SIKESTON #2736 DEVELOPMENT CO.,INC. SPECIALTY FIXTURES, INC. SPECIALTY FIXTURES,INC. SPIRIT OF AMERICA NATIONAL BANK ST JOSEPH #2784 DEVELOPMENT CO.,INC. VICTORIA #2972 DEVELOPMENT CO.,INC. WINDHAM #3037 DEVELOPMENT CO,INC. WINKS LANE,INC. W.L. DISTRIBUTORS,INC. YARDARM TRADING LTD. YUCCA #2524 DEVELOPMENT CO.,INC. Organ ----(2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2)

(1) (1) (1) (1) (1) (1)

(1)

(1)

(1)

(1) These companies are not included in the consolidated financial statements for the fiscal year ended February 3, 1996, as they had not then commenced operations and the original capitalization was not then paid in. (2) These companies do not currently operate stores.

EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement (Form S-8, No. 33-56145) and Registration Statement (Form S-8, No. 33-56147), dated October 25, 1994, Registration Statement (Form S-8, No. 33-39558), dated March 25, 1991, Registration Statement (Form S-8 No. 2-92975) dated September 17, 1984 and Registration Statement (Form S-3, No. 33-00074) dated September 25, 1985 of our report dated March 20, 1996 with respect to the consolidated financial statements and schedules of Charming Shoppes, Inc. included in this Annual Report (Form 10-K) for the year ended February 3, 1996. ERNST & YOUNG LLP

EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement (Form S-8, No. 33-56145) and Registration Statement (Form S-8, No. 33-56147), dated October 25, 1994, Registration Statement (Form S-8, No. 33-39558), dated March 25, 1991, Registration Statement (Form S-8 No. 2-92975) dated September 17, 1984 and Registration Statement (Form S-3, No. 33-00074) dated September 25, 1985 of our report dated March 20, 1996 with respect to the consolidated financial statements and schedules of Charming Shoppes, Inc. included in this Annual Report (Form 10-K) for the year ended February 3, 1996. ERNST & YOUNG LLP Philadelphia, Pennsylvania May 1, 1996

ARTICLE 5 EXHIBIT 27 CHARMING SHOPPES, INC. FINANCIAL DATA SCHEDULE MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR FEB 03 1996 FEB 03 1996 25,117 34,054 0 0 220,850 405,561 435,531 200,943 681,746 206,104 38,102 0 0 10,325 408,704 681,746 1,102,384 1,102,384 917,064 917,064 0 0 3,666 (214,988) (75,747) (139,241) 0 0 0 (139,241) (1.35) 0

ARTICLE 5 EXHIBIT 27 CHARMING SHOPPES, INC. FINANCIAL DATA SCHEDULE MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

YEAR FEB 03 1996 FEB 03 1996 25,117 34,054 0 0 220,850 405,561 435,531 200,943 681,746 206,104 38,102 0 0 10,325 408,704 681,746 1,102,384 1,102,384 917,064 917,064 0 0 3,666 (214,988) (75,747) (139,241) 0 0 0 (139,241) (1.35) 0