EXHIBIT 10.8


                             CHARMING SHOPPES, INC.
                      1993 EMPLOYEES' STOCK INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT

         Agreement dated as of May 13, 2004 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 May
13, 2004 (the "Date of Grant") of 130,000 shares of the Company's common stock,
par value $0.10 per share ("Shares"), granted pursuant to Section 6(d) of the
Plan and subject to restrictions as set forth herein and therein ("Restricted
Stock" or "Award"). Employee shall be required to pay no cash consideration for
the grant of the Restricted Stock, but Employee's prior services to the Company,
performance of services to the Company prior to the expiration of applicable
restrictions relating to the Restricted Stock 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 Agreement (the "Agreement") shall be deemed
to be consideration for the Award.

         2.       INCORPORATION OF PLAN BY REFERENCE

         The 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.

         3.       RESTRICTIONS ON RESTRICTED STOCK AND RELATED TERMS

                           (a) Restrictions Generally. Until they expire in
         accordance with Section 3(b), 3(c), or 5(a), the following restrictions
         (the "Restrictions") shall apply to the Restricted Stock: 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 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.
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                 THE DATE OF GRANT OF THE STOCK IS May 13, 2004
                              GRANT NUMBER:_______


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                  (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 5 (a), the
         Restrictions shall expire as to thirty-three (33%) percent of the total
         numer of Restricted Stock on the third anniversary of the Date of
         Grant, an additional thirty-three (33%) percent of the total number of
         shares of Restricted Stock on the fourth anniversary of the Date of
         Grant and the remaining thirty-four (34%) percent of the total number
         of 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 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.







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                  (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.       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 delivery of Shares hereunder. At the
election of the Employee, the Company shall 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 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.

         5.       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 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 5, "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







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                                    (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 the Date of
                           Grant 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
                           the Date of Grant 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 as
                           in effect at the Date of Grant 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






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                                    (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.


         6.       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.













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         7.       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 Award, and supersedes
any prior agreements or documents with respect to the 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 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:__________________________




                                        EMPLOYEE:


                                        By: __________________________
                                            Dorrit J. Bern














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                                   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 Gale H. Varma, and each of them, attorneys, to transfer the
Common Stock on the books of the Corporation, with full power of substitution in
the premises.


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                                  Signed: Dorrit J. Bern
                                  (Signature should be in exact form as on Stock
                                  certificate)


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                                  Date













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