Amendment 2009-1to the Severance Agreement

This AMENDMENT is dated as of April   1, 2009, between Charming Shoppes, Inc. (the “Company”) and __________ (the “Executive”).

WHEREAS , the Company and the Executive have entered into a Severance Agreement dated as of February 1, 2008 (the “Severance Agreement”), and the parties now wish to amend the Severance Agreement.

WHEREAS, Section 11.5 of the Severance Agreement provides that the Severance Agreement may be modified upon approval by the Compensation Committee of the Board of Directors of the Company (the “Committee”) and agreement in writing by the Executive and an authorized officer of the Company.

WHEREAS , on February 10, 2009, the Committee approved the amendment to the Severance Agreement set forth below.

NOW, THEREFORE , for good and valuable consideration, receipt of which is hereby acknowledged, the parties agree that the Severance Agreement is hereby amended as follows:

“ Article 5. Application of 280G

5.1             Effect of Section 280G on Payments .  In the event a Change in Control occurs and the Executive becomes entitled to any benefits or payments in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) under this Agreement, or any other plan, arrangement, or agreement with the Company (the “Payments”), and such benefits or payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the aggregate present value of the Payments under this Agreement shall be reduced (but not below zero) to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide the Executive with a greater net after-tax amount than would be the case if no reduction was made.  The “Reduced Amount” shall be an amount expressed in p