**Exhibit10.33**

EXECUTION COPY

**SUPPLEMENTALRETIREMENT AGREEMENT**

THIS SUPPLEMENTAL RETIREMENTAGREEMENT (this “Agreement”), is entered by and between MOTHERS WORK,INC., a Delaware Corporation (the “Company”), and REBECCA C. MATTHIAS (the“Executive”);

WHEREAS, the Executiveis presently employed by the Company in a key executive position and possessessubstantial talent, ability and unique business experience which has been andwill continue to be of great value to the Company; and

WHEREAS, inconsideration for the Executive’s past contributions to the Company and her continuedservice with the Company, the Company desires to provide the Executive withsupplemental retirement benefits upon her cessation of service with theCompany;

NOW, THEREFORE,intending to be legally bound, the parties agree as follows:

# **1.            DEFINITIONS.**  For purposes of this Agreement, thefollowing terms will have the meanings defined below:

## (a)           “Actuarial Present Value” means, for any stream ofpayments as of any date, the actuarial present value of those payments on thedate specified, determined using the 1994 Group Annuity Unisex Mortality tableand assuming a 6% rate of interest.

## (b)           “Benefit” means the benefit payable to theExecutive pursuant to the terms of this Agreement.

## (c)           “Board” means the Board of Directors of theCompany, as constituted from time to time; *provided,however*, that if the Board appoints a committee to perform some orall of the Board’s administrative functions hereunder, references to the “Board”will be deemed to also refer to that committee in connection with mattersperformed by that committee.

## (d)           “Cause” will have the same meaning as is set forthin the Employment Agreement.

## (e)           “Change in Control” will have the same meaning asis set forth in the Employment Agreement.

## (f)            “Code” means the Internal Revenue Code of 1986, asamended, and any successor thereto.

## (g)           “Deemed Final Pay” means $531,803 (the “BaseSalary”), increased by 3% per year on each October 1st that occurs afterthe Effective Date and before the Executive ceases to be employed by theCompany, *provided, however*, that noincreases to Deemed Final Pay will be made on or after October 1, 2012.

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## (h)           “Effective Date” means the date this Agreement isfully executed by both parties hereto.

## (i)            “Employment Agreement” means that certain Second Amendedand Restated Employment Agreement between the Executive and the Company dated March2, 2007, as amended from time to time.

## (j)            “ERISA” means the Employee Retirement IncomeSecurity Act of 1974, as amended.

## (k)           “Good Reason” will have the same meaning as is setforth in the Employment Agreement.

## (l)            “PlanAdministrator” means the Board.

## (m)          “Separation from Service” means a separation fromservice as defined in Prop. Treas. Reg. § 1.409A-1(h).

## (n)           “VestedPercentage” means as of any given date, that portion of the Benefit that isthen vested, as determined in accordance with Section 2 hereof.

# **2.            VESTING OF BENEFIT.**

## (a)           VestingBased on Continued Service.  Subjectto the remainder of this Section 2, the Vested Percentage will be determined asfollows:

### (i)            TheVested Percentage will be 331/3%on the Effective Date;

### (ii)           Subjectto Section 2(b), the Vested Percentage will be increased by 15% on eachSeptember 30th occurring after the Effective Date, provided the Executive hasremained in continuous employment with the Company through that date; and

### (iii)          Inno event will the Vested Percentage exceed 100%.

## (b)           Part-Time Service. If the Executive elects “part-time” status in accordance with Section 2.2of the Employment Agreement, the reference to “15%” in Section 2(a)(ii) will thereafterbe replaced with a reference to “7.5%.”

## (c)           Accelerated Vesting.  The Vested Percentage will be 100% if, followinga Change in Control, the Executive’s employment by the Company ceases due tothe Executive’s resignation with Good Reason or termination by the Companywithout Cause.

# **3.            AMOUNT, FORMAND TIMING OF BENEFIT.**

## (a)           Form of Benefit. The Benefit will be paid in cash, in a single lump sum and will besubject to applicable tax withholding.

## (b)           Amount of Benefit. The amount of the Benefit will be equal to: (i) the Actuarial PresentValue, determined as of the date of Executive’s Separation from Service, of an 

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## immediately commencing single life annuity withannual payments equal to 60% of the Executive’s Deemed Final Pay, multiplied by(ii) the Vested Percentage.

## (c)           Time Of Payment.

### (i)            Subject to Section 2(c)(ii), theBenefit will be paid within 60 days following the Executive’s Separation fromService.

### (ii)           If thepayment of the Benefit is subject to the requirements of Prop. Treas. Reg. §1.409A-3(g)(2) (or any successor provision), the Benefit will be paid onthe first day of the seventh month following the Executive’s Separation fromService (or, if earlier, the date of the Executive’s death).

## (d)           One Payment Only. Only one Benefit will be paid hereunder and payment of that Benefit willconstitute a full discharge of all the Company’s liabilities hereunder.  For avoidance of doubt, if a Benefit is paidbefore the amount of the Benefit is maximized (e.g., because the VestedPercentage is then less than 100% or because Deemed Final Pay has not yet beenmaximized), a subsequent return to employment will not create a right to anyadditional or incremental payment hereunder.

## (e)           Payment to Beneficiary.  By delivery of notice in writing to theCompany, the Executive may designate a beneficiary to receive her Benefit inthe event of the Executive’s death (i) while still employed, or (ii) after aSeparation from Service but before payment of the Benefit.  In the event of the Executive’s death whilestill employed, the amount of the Benefit will be determined as though theExecutive had experienced a Separation from Service immediately prior to herdeath.  Any beneficiary designation thatis duly made will supersede all prior designations.  If no designation is duly made, the Executive’sbeneficiary will be her spouse or, if the Executive is unmarried at the time ofher death, the Executive’s estate.

# **4.            FUNDING.**

## (a)           Benefits payable under this Agreement will be “unfunded,”as that term is used in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) ofERISA with respect to unfunded plans maintained primarily for the purpose ofproviding deferred compensation to a select group of management or highlycompensated employees.  Accordingly, exceptas otherwise provided below in Section 4(b), the Company will not be requiredto segregate or earmark any of its assets for the benefit of the Executive, andthe Executive will have only a contractual right against the Company forbenefits hereunder.

## (b)           TheCompany will establish a grantor trust, the assets of which will be usedexclusively to provide benefits to the Executive pursuant to this Agreement(subject, however, to the claims of the general creditors of the Company).  Unless otherwise agreed between the Companyand Executive, the trustee of that grantor trust will be Wachovia Bank,National Association.  An initial depositwill be made to that trust within 60 days following the Effective Date.  Subsequent deposits will be made within 60days following the end of each fiscal year of the Company ending after theEffective Date and before the Benefit is paid. Deposits will be made in cash or marketable securities and will in eachcase be an amount sufficient, on an actuarial basis, to cause the total assetsof the trust immediately following the 

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## deposit to reasonably approximate the Company’sthen current obligation hereunder if the Executive then experienced aSeparation from Service.  After theBenefit has been paid, any amounts remaining in the trust will be distributedto the Company.

## (c)           TheCompany will exercise commercially reasonable efforts to cause the grantortrust and its assets described in the preceding paragraph to be excluded fromany security interest granted by the Company to secure its debts, includingunder the credit agreements it is currently negotiating.  To the extent the Company is successful inexcluding grantor trust assets from security interests granted under such creditagreements, but subsequently negotiates additional or replacement creditagreements, the Company agrees that it will (i) not agree in any suchadditional or replacement credit agreement to grant any security interest toany additional or replacement lender in any amounts held in the trust andexcluded from any then existing lender’s security interests at the time theCompany enters into such additional or replacement credit agreement, and (ii)use commercially reasonable efforts to exclude from any additional orreplacement lender’s security interests any assets to be contributed to thetrust after the date of such additional or replacement credit agreement.  Nothing in this paragraph will be deemed toexclude the assets of the grantor trust from the reach of the Company’s generalcreditors in the event of insolvency or bankruptcy.

# **5.            ADMINISTRATION.**

## The Board, as Plan Administrator, will havefull power, authority and discretion to (i) supply omissions, reconcileinconsistencies and to otherwise interpret this Agreement, (ii) prescribe,amend and rescind any rules, forms and procedures as it deems necessary orappropriate for the proper administration of this Agreement, and (iii) make otherdeterminations and take other such actions as it deems necessary or advisablein carrying out its duties under this Agreement.  All action taken by the Plan Administratorarising out of, or in connection with, the administration of this Agreement orany rules adopted hereunder will be final, conclusive and binding upon theCompany and the Executive.

# **6.            CLAIMS PROCEDURE.**

## (a)         Pursuantto the requirements of ERISA, claims for benefits hereunder will be handled inaccordance with 29 CFR §2560.503-1, as such regulations of the United StatesDepartment of Labor may from time to time be amended, as follows:

### (i)            InGeneral.  If the Executive believesthat she is being denied any rights or benefits under this Agreement, she mayfile a claim in writing with the Plan Administrator.  If any such claim is wholly or partiallydenied, the Plan Administrator will notify the Executive of its decision inwriting.  Such notification will contain(1) specific reasons for the denial, (2) specific reference to pertinentprovisions of this Agreement, (3) a description of any additional material orinformation necessary for the Executive to perfect such claim and anexplanation of why such material or information is necessary, and (4)information as to the steps to be taken if the Executive wishes to submit arequest for review.  Such notification willbe given within 90 days after the claim is received by the Plan Administrator(or within 180 days, if special circumstances require an extension of time forprocessing the claim and if written notice of such extension and circumstancesis given to the Executive within the initial 90-day period).  

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### If such notification is not given within thespecified period, the claim will be deemed denied and the Executive may thenappeal the denial of her claim.

### (ii)           Appeals.  Within 60 days after the date on which theExecutive receives a written notice of a denied claim (or, if applicable,within 60 days after the date on which denial is deemed to have occurred) theExecutive (or her duly authorized representative) may (1) file a writtenrequest with the Plan Administrator for a review of her denied claim and ofpertinent documents and (ii) submit written issues and comments to the PlanAdministrator.  The Plan Administratorwill notify the Executive of its decision in writing.  Such notification will be written in a mannercalculated to be understood by the Executive and will contain specific reasonsfor the decision as well as specific references to pertinent provisions of thisAgreement.  The decision on review willbe made within 60 days after the request for review is received by the PlanAdministrator (or within 120 days, if special circumstances, such as anelection by the Plan Administrator to hold a hearing, require an extension oftime for processing the request, and if written notice of such extension and circumstancesis given to the Executive within the initial 60-day period).  If the decision on review is not made withinsuch period, the claim will be considered denied.

## (b)           Mediation.  If the Executive is dissatisfied with thePlan Administrator’s decision upon appeal, the Executive agrees that she willmake a good faith attempt to resolve her claim by submitting the matter tomediation in Philadelphia, Pennsylvania before resorting to any otherproceeding or forum.  The parties willsubmit the matter to mediation within 5 business days of the determination thatthere is a dispute and will choose a mediator within 5 business days followingsuch submission, provided that if the parties cannot agree on a mediator, themediator will be selected by the American Arbitration Association.  Within 30 days after the selection of themediator, the parties and their respective attorneys will meet with themediator for two mediation sessions of at least two hours each.  If the claim or dispute cannot be settledduring such mediation sessions (or a mutually agreed continuation of thosesessions), either of the parties may give the mediator and the other partywritten notice declaring the end of the mediation process.  All discussions connected with this mediationprovision will be confidential and treated as compromise and settlementdiscussions.  Accordingly, nothingdisclosed in such discussions may be used for any purpose in any laterproceeding.

# **7.            MISCELLANEOUS PROVISIONS.**

## (a)           Entire Agreement. This Agreement represents the entire agreement between the partieshereto relating to the subject matter hereof, and merges and supersedes allprior and contemporaneous discussions, agreements and understandings of everynature regarding that subject matter.

## (b)           Employment Status. This Agreement does notconstitute a contract of employment or impose upon the Executive any obligationto remain as an employee, nor does it impose on the Company any obligation (i)to retain the Executive as an employee or (ii) to limit in any respect theright of the Company to discharge the Executive at any time for any reason.  For avoidance of doubt, service as a directorwill not, itself, constitute employment by the Company for purposes of thisAgreement.

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## (c)           Non-alienation. Except as expressly provided herein with respect to payment to adesignated beneficiary in the event of the Executive’s premature death, therights and interests of the Executive under this Agreement will not be subjectin any manner to anticipation, alienation, sale, transfer, assignment, pledgeor encumbrance by the Executive or any person claiming under or through theExecutive, nor will they be subject to the debts, contracts, liabilities ortorts of the Executive or anyone else prior to payment.

## (d)           Notices. Any notices provided hereunder must be inwriting, and such notices or any other written communication will be deemedeffective upon the earlier of personal delivery (including personal delivery byfacsimile) or the third day after mailing by first class mail, to the Companyat its primary office location and to the Executive at the Executive’s addressas listed in the Company’s payroll records.  Any payments made by the Company to the Executiveunder the terms of this Agreement will be delivered to the Executive either inperson or at the address as listed in the Company’s payroll records.

## (e)           Legal Construction. All questions concerning theconstruction, validity and interpretation of this Agreement will be governed bythe laws of the Commonwealth of Pennsylvania, without regard to such state’sconflict of laws rules, to the extent that such laws are not preempted byERISA.

## (f)            Amendment.  ThisAgreement may only be amended by a writing signed by each of the partieshereto.

## (g)           Counterparts.  This Agreement may be executed in separatecounterparts, any one of which need not contain signatures of more than oneparty, but all of which taken together will constitute one and the sameAgreement.

IN WITNESSWHEREOF, the parties hereto have executed this Agreement on the respectivedate(s) below indicated.
| MOTHERS WORK, INC. |                                               |         |
|--------------------|----------------------------------------------------|--------------|
|               |                                               |         |   |
| By:                | /s/ Edward M. Krell                                |    | Date: | March 2, 2007 |    |
| Name:              | Edward M. Krell                                    |         |   |
| Title:             | Executive Vice President - Chief Financial Officer |         |   |
|               |                                               |         |   |
|               |                                               |         |   |
| EXECUTIVE          |                                               |         |
|               |                                               |         |   |
| By:                | /s/ Rebecca C. Matthias                            |    | Date: | March 2, 2007 |    |
|               | Rebecca C. Matthias                                |         |   |
|                    |                                                    |              |  |  |  |  |

 

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