EXHIBIT 10.1











                         Supplemental Retirement Plan

                         Charming Shoppes, Inc.

                         Effective February 1, 2003

































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Contents






Article 1. Establishment, Purpose, and Duration                              1

Article 2. Definitions                                                       1

Article 3. Participation                                                     4

Article 4. Vesting                                                           4

Article 5. Retirement Benefit Account                                        5

Article 6. Payment of the Retirement Benefit                                 6

Article 7. Administration                                                    8

Article 8. Miscellaneous                                                    10





<PAGE>

Supplemental Retirement Plan
Charming Shoppes, Inc.

Article 1. Establishment, Purpose, and Duration

     1.1. Establishment of the Plan. Charming Shoppes, Inc. (the "Company"), a
corporation incorporated under the laws of the Commonwealth of Pennsylvania,
hereby establishes the Charming Shoppes Supplemental Retirement Plan (the
"Plan") effective February 3, 2003 ("the "Effective Date").

     1.2. Purpose of the Plan. The primary purpose of the Plan is to provide
supplemental retirement benefits for a select group of management and highly
compensated employees, within the meaning of Section 201 of ERISA, as a means to
attract and retain key talent now and in the future.

     1.3. Duration of the Plan. The Plan shall commence upon approval by the
Board and shall remain in effect, subject to the right of the Board of Directors
of the Company to terminate the Plan at any time pursuant to Section 7.5.

Article 2. Definitions

     Whenever used in the Plan, the following terms shall have the meanings set
forth below. Unless the context clearly indicates to the contrary, when the
defined meaning is intended, the initial letter of the word is capitalized:

     (a)  "Actuarial Equivalent" or "Actuarially Equivalent" means the
          equivalence in present value between two (2) forms and/or times of
          payment based upon a determination by an actuary chosen by the
          Committee, using sound actuarial assumptions at the time of such
          determination.

     (b)  "Affiliate" means any firm, partnership, or corporation that directly
          or indirectly through one or more intermediaries, controls, is
          controlled by, or is under common control with the Company.
          "Affiliate" also includes any other organization similarly related to
          the Company that is designated as such by the Board.

     (c)  "Annual Bonus" means an amount awarded under the Company's annual
          bonus plan and any special recognition bonus the Committee, in its
          sole discretion, declares to be an Annual Bonus.

     (d)  "Beneficiary" means the person or persons selected by the Participant,
          on a form provided by the Committee, to receive benefits provided
          under the Plan that are payable after the Participant's death, or in
          the absence of such selection, the Participant's estate.

     (e)  "Benefit Percentage" means the percentage, determined under Section
          5.2, of Salary and Annual Bonus added each month to a Participant's
          Retirement Benefit Account.

     (f)  "Board of Directors" or "Board" means the Board of Directors of the
          Company, and shall also mean any committee of the Board of Directors
          which has been delegated



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<PAGE>

          authority to exercise the powers and authority of the Board of
          Directors with respect to the Plan.

     (g)  "Cause" means the occurrence of any one or more of the following:

          (i)  The willful and continued failure by the Eligible Executive to
               substantially perform his duties of employment (other than any
               such failure resulting from the Eligible Executive's Disability),
               after a written demand for substantial performance is delivered
               to the Eligible Executive that specifically identifies the manner
               in which the Committee believes that the Eligible Executive has
               not substantially performed his duties, and the Eligible
               Executive has failed to remedy the situation within a reasonable
               period of time; or

          (ii) The Eligible Executive's plea of nolo contendre to or conviction
               for committing an act of fraud, embezzlement, theft, or other act
               constituting a felony involving moral turpitude (with all rights
               of appeal having been exhausted); or

          (iii) The willful engaging by the Eligible Executive in gross
               misconduct materially and demonstrably injurious to the Company,
               monetarily or otherwise. However, no act or failure to act on the
               Eligible Executive's part shall be considered "willful" unless
               done, or omitted to be done, by the Eligible Executive not in
               good faith and without reasonable belief that his action or
               omission was in the best interest of the Company.

     (h)  "Change in Control" means the occurrence of an event described under
          Section 2.10 ("Change of Control") of the Amended and restated
          Charming Shoppes Variable Deferred Compensation Plan for Executives.

     (i)  "Committee" means the Compensation Committee of the Board of
          Directors, or other persons delegated pursuant to Section 7.1 to
          assist the Committee, that will administer the Plan in accordance with
          Section 7.1.

     (j)  "Company" means Charming Shoppes, Inc., a corporation organized and
          existing under the laws of the Commonwealth of Pennsylvania or its
          successor or successors.

     (k)  "Disability" means a mental or physical condition which qualifies a
          Participant for benefits under the Charming Shoppes Long-Term
          Disability Plan.

     (l)  "Effective Date" means February 3, 2003.

     (m)  "Eligible Executive" means an individual member of a group of select
          management or highly compensated employees of the Company or an
          Affiliate.

     (n)  "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended from time to time, or any successor act thereto.

     (o)  "Interest Rate" means the sum of (a) three percent (3%) and (b) the
          "10-Year Treasury Note Yield", published in the Wall Street Journal
          (or such other business publication



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          selected by the Committee), as of the close of the first business day
          of each calendar quarter for which earnings are determined under
          Section 5.4.

     (p)  "Participant" means an Eligible Executive designated and selected by
          the Committee for participation in the Plan in accordance with the
          provisions of Article 3.

     (q)  "Plan" means the Charming Shoppes Supplemental Retirement Plan, the
          plan set forth herein, as amended from time to time.

     (r)  "Plan Service" means the product of one-twelfth (1/12) times the
          number of complete calendar months of Service a Participant has
          performed since the Effective Date. (For purposes of this calculation
          only, the period beginning February 3, 2003 and ending February 28,
          2003 will be considered a complete calendar month of service.)

     (s)  "Plan Year" means the consecutive twelve (12) month period commencing
          on January 1 and ending on December 31 except that the first Plan Year
          shall commence on the Effective Date.

     (t)  "Retirement Benefit" means the amount determined under Article 6
          payable to a Participant or Beneficiary following the Participant's
          termination of employment.

     (u)  "Retirement Benefit Account" means the bookkeeping account established
          for the Participant as described under Article 5.

     (v)  "Retirement Credits" means the amounts determined under Section 5.2
          that are added to a Participant's Retirement Benefit Account.

     (w)  "Salary" means all regular, basic wages before reduction for amounts
          deferred pursuant to any plan of the Company, payable in cash to a
          Participant for services to be rendered, exclusive of any Annual
          Bonus, other special fees, awards or incentive compensation, imputed
          income, allowances, or amounts designated by the Company as payment
          toward or reimbursement of expenses.

     (x)  "Service" means the period of time during which an employment
          relationship exists between an employee and the Company, including any
          period during which the employee is on an approved leave of absence,
          whether paid or unpaid. "Service" also includes employment with an
          Affiliate if an employee transfers directly between the Company and
          the Affiliate.

     (y)  "Vesting Percentage" means the percentage, determined under Article 4,
          of a Participant's Retirement Benefit Account that the Participant is
          entitled to receive following termination of employment with the
          Company or an Affiliate.

     (z)  "Year of Service" or "Years of Service" means the "years of service"
          credited to a Participant under the Charming Shoppes, Inc. Employees'
          Retirement Savings Plan.




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Article 3. Participation

     3.1. Participation. The Committee, in its sole discretion, reserves the
right to select Eligible Executives to participate in the Plan.

     3.2. Notification. Eligible Executives who have been selected and approved
for participation in the Plan shall be notified in writing of their selection at
least thirty (30) calendar days prior to the first Plan Year of participation,
or as soon as possible thereafter. The Participant shall not have any
contractual rights under the Plan until notified.

     In the event that a Participant is deemed by the Committee to be ineligible
to continue participation in the Plan for any reason, such Participant shall be
notified in writing of such decision and such Participant shall become an
inactive Participant, retaining all the rights relating to the Retirement
Benefit previously accrued, which shall continue to vest as otherwise provided
herein, as described under the Plan. In such event, the Committee or the Board,
at its sole and absolute discretion, may cause the Company to immediately cash
out a Participant's Retirement Benefit Account in a single lump-sum payment.
Such payment shall be in full satisfaction of the Participant's rights under
this Plan.

Article 4. Vesting

     4.1. Vesting Percentage. A Participant's Vesting Percentage shall be
measured as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------
Actual Age + Years of Service             Vesting Percentage
------------------------------------------------------------
<S>                                       <C>
Under 55                                      0%
55 + 10 Years of Service                     50%
56 + 10 Years of Service                     60%
57 + 10 Years of Service                     70%
58 + 10 Years of Service                     80%
59 + 10 Years of Service                     90%
60 and Over + 5 Years of Service            100%
------------------------------------------------------------
</TABLE>


     4.2. Vesting Upon Special Events. Notwithstanding the Vesting Percentage
shown in the table above, a Participant's Retirement Benefit Account will become
fully vested, and the Participant's Vesting Percentage shall equal one hundred
percent (100%), upon death, Disability, involuntary termination without Cause
within 24 months following a Change in Control, or termination of the Plan.

     4.3. Termination for Cause. Notwithstanding anything to the contrary
hereunder, if a Participant is terminated for Cause, whether determined before
or after the Participant's actual termination date, the Participant's Vesting
Percentage shall be zero percent (0%), and the Participant shall not be entitled
to any Retirement Benefit under this Plan.




                                       4
<PAGE>

Article 5. Retirement Benefit Account

     5.1. Retirement Benefit Account. The Company shall establish and maintain
an individual bookkeeping account (the "Retirement Benefit Account") in the name
of each Participant. Each month a Participant's Retirement Benefit Account shall
be increased by Retirement Credits and earnings calculated for such month as
determined under Section 5.2 and Section 5.4, respectively, and shall be
decreased by any Retirement Benefit payment(s) occurring in such month as
required under Section 5.3.

     5.2. Retirement Credits. At the end of each month during a Plan Year, if
the Participant is actively employed by the Company, a Retirement Credit will be
calculated. The Retirement Credit for any given month is equal to the Benefit
Percentage determined as of the beginning of the Plan Year times the sum of: (a)
any Salary and (b) any Annual Bonus paid during such month. The Benefit
Percentage as of the beginning of the Plan Year is equal to the percentage
reflected in the table below and modified, as appropriate, under Section 5.2(a)
and Section 5.2(b).

<TABLE>
<CAPTION>
----------------------------------------------------------
Sum of Age and Plan Service         Benefit Percentage At
At Beginning of Plan Year           Beginning of Plan Year
----------------------------------------------------------
<S>                                 <C>
Under 60                               8%
60-69                                 12%
Over 69                               15%
----------------------------------------------------------
</TABLE>


     For purposes of calculating the Benefit Percentage as of the beginning of a
Plan Year, the Participant's age and Plan Service are measured in years and
complete months. For example, a Participant who is fifty-seven (57) years and
five (5) months old as of the beginning of a particular Plan Year and whose Plan
Service is two (2) years and seven (7) months as of the beginning of that Plan
Year would have a score of sixty (60) for purposes of calculating the Benefit
Percentage for that Plan Year.

     (a)  For those Participants hired before the Effective Date who have
          attained age fifty (50) before the Effective Date, the Benefit
          Percentages determined above will be increased by one percent (1%) for
          each full Year of Service performed prior to the Effective Date (up to
          a maximum increase of ten percent (10%)).

     (b)  Furthermore, for those Participants hired before the Effective Date,
          the Benefit Percentage (as modified above, if applicable) will be
          increased by an additional ten percent (10%) for all Plan Years
          beginning after the Plan Year during which the Participant attains age
          55.

     Therefore, the maximum Benefit Percentage used to calculate a Retirement
Credit is thirty-five percent (35%).

     5.3. Charges Against Account. At the end of each month, each Participant's
Retirement Benefit Account shall be charged for all Retirement Benefit payments
made during such month to the Participant or to the Participant's Beneficiary.



                                       5
<PAGE>

     5.4. Earnings Calculation. At the end of each calendar month, the balance
of the Participant's Retirement Benefit Account, determined after deducting any
charges against the account but before adding any Retirement Credits for the
month (the "end of month" balance), shall be increased with earnings. Such
earnings shall equal one-twelfth (1/12) the product of the end of month balance
times the Interest Rate.

     5.5 Statements. The Committee shall furnish each Participant with a
statement of the balance credited to the Participant's Retirement Benefit
Account on at least an annual basis.

Article 6. Payment of the Retirement Benefit

     6.1. Retirement Benefit. On the first business day of April of the calendar
year following the year the Participant terminates Service with the Company, the
Participant (or the Participant's Beneficiary, if applicable) shall be paid the
Retirement Benefit. The Retirement Benefit is a lump-sum amount equal to the
product of: (a) the balance in the Participant's Retirement Benefit Account
(immediately preceding such payment) times (b) the Participant's Vesting
Percentage determined as of the date such termination of Service occurs.

     6.2. Optional Form of Payment. In the case of a Participant whose
Retirement Benefit Account balance is at least $50,000 at the time payment would
be required under Section 6.1, the Participant may elect to have the Retirement
Benefit Account distributed in one of the following methods, as elected by the
Participant in writing made prior to the date of the Participant's termination
of Service: (i) a lump sum; (ii) annual installments (to a maximum of 10); or
(iii) by any other formula that is Actuarially Equivalent to the amount of the
Retirement Benefit and is acceptable to the Committee, including a deferral in
commencement of any such form of Retirement Benefit of up to five years. Annual
installment payments shall be equal to (i) the value of such Retirement Benefit
Account as of the last business day of the Plan Year preceding the date of
payment, divided by (ii) the number of annual installment payments elected by
the Participant in the election. The remaining annual installments shall be paid
not later than January 31 of each succeeding Plan Year in an amount equal to (i)
the value of such Retirement Benefit Account as of the last business day of the
immediately preceding Plan Year divided by (ii) the number of installments
remaining. In the case of any deferred payment, earnings shall continue to be
added to the Participant's Retirement Benefit Account as required under Section
5.4 until the Retirement Benefit Account is fully distributed. A Participant may
change the election regarding the manner of payment as described in this Section
at any time prior to the Participant's termination of Service but no election
shall be effective until the first day of the 13th month following delivery of
the election to the Committee.


     6.3. Payment to Beneficiary. In the event of a Participant's death prior to
the payment of all benefits due the Participant under Sections 6.1 or 6.2,
remaining Retirement Benefit payments otherwise due the Participant shall be
paid to the Participant's Beneficiary. Each Participant may designate a
Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a
natural person) to receive any payments which may be made following the
Participant's death. Such designation may be changed or canceled at any time
without the consent of any such Beneficiary. Any such designation, change, or
cancellation must be made in a form approved by the Committee and shall not be
effective until received by the Committee, or its designee. If no Beneficiary
has been named, or the designated Beneficiary or Beneficiaries shall have
predeceased the Participant, the



                                       6
<PAGE>

Beneficiary shall be the Participant's estate. If a Participant designates more
than one Beneficiary, the interests of such Beneficiaries shall be paid in equal
shares, unless the Participant has specifically designated otherwise.

     6.4. Facility of Payment. If, in the Committee's judgment, any person to
whom benefits are payable hereunder is under a legal disability or unable to
care for his affairs because of illness, accident, or other incapacity, any
payment due may be paid to his spouse, parent, brother, sister, or any other
person as the Committee may determine (unless prior claim therefore shall have
been made by a duly qualified guardian, committee, or other legal
representative). Any such payment shall be a payment for the account of such
person and shall, to the extent thereof, be a complete discharge of any
liability under the Plan to such person.

















                                       7
<PAGE>


Article 7. Administration

     7.1. Committee. The Committee shall administer the Plan and it shall have
the full power, discretion, and authority to interpret and administer the Plan
in a manner that is consistent with the Plan's provisions. The Committee shall
have the authority to delegate administrative duties to officers, employees, or
directors of the Company. Each Participant by participating in the Plan, agrees
to accept the terms of the Plan and the authority and discretion of the
Committee as set forth in the Plan.

     7.2. Powers and Duties of the Committee. The Committee shall carry out the
duties assigned to it under the Plan and shall administer the Plan in accordance
with its terms. The Committee shall have all powers as may be necessary to carry
out its duties under the Plan, including, but not by way of limitation, the
following: (a) to construe and interpret the provisions of the Plan; (b) to
decide any disputes which may arise under the Plan; (c) to decide all questions
that shall arise under the Plan, including questions as to the eligibility to
become Participants, and the amount, manner, and time of payment of any benefits
under the Plan; (d) to employ or appoint legal counsel, accountants, actuaries,
consultants, or any person to assist in the administration of the Plan and any
other agents it deems advisable. The Committee shall also have the power to
allocate and delegate responsibilities. The Committee shall have the power and
authority to direct the investment of a trust fund created pursuant to Section
8.3, and in connection with such power, may delegate in writing authority to
manage assets of the trust fund to one or more investment managers. The
Committee may adopt from time to time written investment policies and guidelines
which shall govern the manner in which the assets of such trust fund are to be
invested, which policies and guidelines shall be followed by the investment
managers.

     7.3. Amendment and Termination. The Plan may be amended, suspended,
discontinued or terminated at any time by the Board; provided, however, that no
such amendment, suspension, discontinuance, or termination shall reduce or in
any manner adversely affect the rights of any Participant or Beneficiary with
respect to benefits that are payable or would become payable under the terms of
the Plan assuming there had not been such amendment, suspension, discontinuance
or termination, and assuming a Retirement Credit of zero for all months
following such amendment, suspension, discontinuance or termination.

     7.4. Merger or Consolidation of Plan. In the event of any merger or
consolidation of the Plan with another retirement or pension plan, provision
shall be made so that each Participant in the Plan as of the date of such merger
or consolidation will receive a benefit after the merger or consolidation which
is Actuarially Equivalent to or greater than the benefit he would have been
entitled to receive immediately prior to the merger or consolidation if the Plan
had then terminated.

     7.5. Payment Upon Plan Termination. In the event of termination of the Plan
pursuant to Section 7.3, the vested amount credited to the Retirement Benefit
Account of each Participant shall be paid to the Participant within 60 days
thereafter.

     7.6. Indemnification. The Company shall indemnify each member of the
Committee, and the directors, officers, and employees of the Company involved in
the operation and administration of the Plan against any and all claims, losses,
damages, expenses, and liabilities arising from any action or failure to act,
except when the same is determined by the Board of Directors to be due to gross
negligence or willful misconduct of such member.



                                       8
<PAGE>

     7.7. Claims Procedure. A Participant or Beneficiary shall have the right to
file a claim, inquire if he has any right to benefits and the amounts thereof,
or appeal the denial of a claim.

     (a)  Initial Claim. A claim will be considered as having been filed when a
          written communication is made by the Participant, Beneficiary, or his
          or her authorized representative to the attention of the Committee
          (the "claimant"). The Committee shall notify the claimant in writing
          within ninety (90) days after receipt of the claim if the claim is
          wholly or partially denied. If an extension of time beyond the initial
          ninety (90) day period for processing the claim is required, written
          notice of the extension shall be provided to the claimant prior to the
          expiration of the initial ninety (90) day period. In no event shall
          the period, as extended, exceed one hundred eighty (180) days. The
          extension notice shall indicate the special circumstances requiring an
          extension of time and the date by which the Committee expects to
          render a final decision.

     (b)  Content of Denial. Notice of a wholly or partially denied claim for
          benefits will be in writing, in a manner calculated to be understood
          by the claimant, and shall include:

          (i)  The reason or reasons for denial;

          (ii) Specific reference to the Plan provisions on which the denial is
               based;

          (iii) A description of any additional material or information
               necessary for the claimant to perfect the claim and an
               explanation of why such material or information is necessary; and

          (iv) An explanation of the Plan's claim appeal procedure, including a
               statement of the claimant's right to bring a civil action under
               Section 502(a) of ERISA following an adverse benefit
               determination.

     (c)  Right to Appeal. If a claim is wholly or partially denied, the
          claimant may file a written appeal requesting the Committee to conduct
          a full and fair review of his or her claim. For purposes of this
          review, the Committee may appoint an individual or committee (other
          than the individual or committee that heard the initial claim) to act
          on its behalf. An appeal must be made in writing no more than sixty
          (60) days after the claimant receives written notice of the denial.
          The claimant may submit written comments, documents, records, and
          other information relating to the claim for benefits, and may access
          and copy (free of charge) all documents, records, and other
          information relevant to the claimant's claim. The Committee shall take
          into account all comments, documents, records, and other information
          submitted by the claimant in reviewing the claim, without regard to
          whether such information was submitted in the initial determination.




                                       9
<PAGE>



     (d)  Notice of Appeal Determination. The decision of the Committee
          regarding the appeal shall be given to the claimant in writing no
          later than sixty (60) days following receipt of the appeal. However,
          if the Committee, in its sole discretion, grants a hearing, or there
          are special circumstances involved, the decision will be given no
          later than one hundred twenty (120) days after receiving the appeal.
          If such an extension of time for review is required, written notice of
          the extension shall be furnished to the claimant prior to the
          commencement of the extension. In the case of an adverse benefit
          determination, the Committee's decision shall include:

          (i)  The reason or reasons for denial;

          (ii) Specific reference to the Plan provisions on which the denial is
               based;

          (iii) A statement that the claimant is entitled to access and copy
               (free of charge) all documents, records, and other information
               relevant to the claimant's claim for benefits; and

          (iv) A statement of the claimant's right to bring a civil action under
               Section 502(a) of ERISA following an adverse benefit
               determination.

     (e)  Exhaustion of Administrative Remedy. Notwithstanding any provision in
          the Plan to the contrary, no employee or Participant may bring any
          legal or administrative claim or cause of action against the Plan, the
          Committee, or the Company in court or any other venue until the
          employee or Participant has exhausted its administrative remedies
          under this Section 7.7.

     (f)  Suspension of Payment. If the Committee is in doubt concerning the
          entitlement of any person to any payment claimed under the Plan, the
          Company may suspend payment until satisfied as to the person's
          entitlement to the payment. Notwithstanding the foregoing, no
          Participant or Beneficiary may bring a claim for Plan benefits to
          arbitration, court, or through any other legal action or process until
          the administrative claims process of this Section 7.7 has been
          exhausted.

Article 8. Miscellaneous

     8.1. Unfunded Plan. This Plan is intended to be an unfunded plan maintained
primarily to provide supplemental pension benefits for "a select group of
management or highly compensated employees" within the meaning of Sections 201,
301, and 401 of ERISA, and therefore is further intended to be exempt from the
provisions of Parts 2, 3, and 4 of Title I of ERISA. Accordingly, the Committee
may terminate the Plan, subject to Article 7 herein, for any or all
Participants, in order to achieve and maintain this intended result.

     8.2. Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no secured legal or equitable rights,
interest, or claims in any property or assets of the Company or its Affiliates,
nor shall they be Beneficiaries of, or have any rights, claims, or interests in
any life insurance policies, annuity contracts, or the proceeds therefrom owned
or which may be acquired by the Company or its Affiliates. Except as provided
under Section 8.3, such policies, annuity contracts, or other assets of the
Company or its Affiliates shall not be held under



                                       10
<PAGE>

any trust for the benefit of Participants, their beneficiaries, heirs,
successors, or assigns, or held in any way as collateral security for the
fulfilling of the obligations of the Company under this Plan. Any and all of the
Company's assets and policies, and those of its Affiliates, shall be, and
remain, the general, unpledged, unrestricted assets of the Company or of its
Affiliates as the case may be. The Company's obligation under this Plan shall be
that of an unfunded and unsecured promise to pay money in the future.

     8.3. Authorization for Trust. The Company may, but shall not be required
to, establish one (1) or more trusts, with such trustee as the Committee may
approve, for the purpose of providing for the payment of benefits under the
Plan. Such trust or trusts may be irrevocable, but the assets thereof shall be
subject to the claims of the Company's creditors. To the extent any amounts
payable under the Plan are actually paid from any such trust, the Company shall
have no further obligation with respect thereto, but to the extent not so paid,
such amounts shall remain the obligation of, and shall be paid by, the Company.

     8.4. Costs of the Plan. All costs of implementing and administering the
Plan, and all costs incurred in providing the benefits described herein, shall
be borne by the Company.

     8.5. Tax Withholding. The Company shall have the right to require
Participants to remit to the Company an amount sufficient to satisfy federal,
state, and local tax withholding requirements, or to deduct from all payments
made pursuant to the Plan amounts sufficient to satisfy such withholding
requirements.

     8.6. Nontransferability. Except as provided under a court-approved divorce
agreement, the interest of an individual or an entity to a benefit under the
Plan shall not be anticipated, alienated, sold, transferred, assigned, pledged,
encumbered, or subjected to any charge or legal process. No interest or right to
receive a benefit may be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
individual or entity, including claims for alimony, support, separate
maintenance, and claims in bankruptcy proceedings.

     8.7. Successors. All obligations of the Company under the Plan shall be
binding upon any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the
Company.

     8.8. Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     8.9. Applicable Law. To the extent not preempted by federal law, the Plan
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania without giving effect to principles of conflicts of
laws.




                                       11
<PAGE>

     8.10. No Enlargement of Rights. The Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute an
employment contract between the Company and any Participant, or to be
consideration for, or an inducement to, or condition of, the employment of any
Participant. Nothing contained in the Plan shall be deemed to give any
Participant employment rights with the Company or to interfere with the right of
the Company to discharge any Participant at any time regardless of the effect
such discharge shall have upon him as a Participant of the Plan. No Participant
shall have any right to a Retirement Benefit, except to the extent provided in
the Plan.

     8.11. Gender and Number. The masculine gender, where appearing in the Plan,
shall be deemed to include the feminine gender, and the singular may include the
plural, unless the context clearly indicates to the contrary. The words
"hereof," "herein," "hereunder," and other similar compounds of the word "here"
shall mean and refer to the entire Plan, not to any particular provision or
Section. Section headings are included for convenience of reference and are not
intended to add to, or subtract from, the terms of the Plan.

     8.12. Notice of Address. Each person entitled to benefits under the Plan
must file with the Committee, in writing, his post office address and each
change of post office address. Any communication, statement, or notice addressed
to such a person at his latest post office address as filed with the Committee
will be binding upon such person for all purposes of the Plan, and neither the
trustee nor the Company shall be obliged to search for or ascertain the
whereabouts of any such person. In addition, any notice or filing required or
permitted to be given to the Committee under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail, to the
Company's human resources department, or to such other entity as the Committee
may designate from time to time. Such notice shall be deemed given as to the
date of delivery, or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.

     8.13. Headings and Captions. Headings and captions are inserted in this
Plan for convenience of reference only and are to be ignored in the construction
of the provisions of the Plan.



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