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|   | x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|---------------------------------------------------------------------------------------------|

|   | o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|-------------------------------------------------------------------------------------------------------|

| CHARMING SHOPPES, INC.                                 |
|--------------------------------------------------------|
| (Exact Name of Registrant as Specified in Its Charter) |

|   | PENNSYLVANIA                                                   |   | 23-1721355                           |   |
|--------|----------------------------------------------------------------|--------|--------------------------------------|--------|
|   | (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |   |

|   | 3750 STATE ROAD, BENSALEM, PA  19020                       |   | (215) 245-9100                                             |   |
|--------|----------------------------------------------------------------------|--------|------------------------------------------------------------|--------|
|   | (Address of principal executive offices)   (Zip Code) |   | (Registrant’s telephone number, including Area Code) |   |

|   | Title of Each Class                     |   | Name of Each Exchange on Which Registered |
|--------|-----------------------------------------|--------|-------------------------------------------|
|   | Common Stock (par value $.10 per share) |   | The NASDAQ Stock Market LLC               |
|   |                                    |   | Chicago Stock Exchange, Inc.              |
|   | Stock Purchase Rights                   |   | The NASDAQ Stock Market LLC               |

| None             |
|------------------|
| (Title of Class) |

| Yes x | No o |
|-------|------|

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| Yes o | No x |
|-------|------|

| Yes x | No o |
|-------|------|

| Yes o | No o |
|-------|------|

| Large Accelerated Filer  x | Accelerated Filer o         |
|--------------------------------------|-----------------------------|
| Non-accelerated Filer  o   | Smaller Reporting Company o |

| Yes o | No x |
|-------|------|

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Page   |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|    | PART I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Item 1  | Business                                                                                                                                                                                     | 1      |
|    | General                                                                                                                                                                                                                    | 1      |
|    | Retail Stores Segment                                                                                                                                                                                                      | 3      |
|    | Direct-to-Consumer Segment                                                                                                                                                                                                 | 7      |
|    | Proprietary Credit Programs                                                                                                                                                                                                | 8      |
|    | Competition                                                                                                                                                                                                                | 9      |
|    | Employees                                                                                                                                                                                                                  | 9      |
|    | Trademarks and Servicemarks                                                                                                                                                                                                | 9      |
|    | Executive Offices                                                                                                                                                                                                          | 9      |
|    | Available Information                                                                                                                                                                                                      | 10     |
| Item 1A | Risk Factors                                                                                                                                                                                 | 10     |
|    | Risks Related to Our Business and Industry                                                                                                                                                                                 | 10     |
|    | Other Risks                                                                                                                                                                                                                | 17     |
| Item 1B | Unresolved Staff Comments                                                                                                                                                                    | 18     |
| Item 2  | Properties                                                                                                                                                                                   | 18     |
| Item 3  | Legal Proceedings                                                                                                                                                                            | 19     |
| Item 4  | [Reserved]                                                                                                                                                                                   | 19     |
|    | Additional Part I Information – Executive Officers of the Registrant                                                                                                                   | 20     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    | PART II                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Item 5  |   Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 21     |
| Item 6  | Selected Financial Data                                                                                                                                                                      | 24     |
| Item 7  |   Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 26     |
|    | Forward-Looking Statements                                                                                                                                                                                                 | 26     |
|    | Critical Accounting Policies                                                                                                                                                                                               | 30     |
|    | Overview                                                                                                                                                                                                                   | 36     |
|    | Results of Operations                                                                                                                                                                                                      | 41     |
|    | Financial Condition                                                                                                                                                                                                        | 67     |
|    | Market Risk                                                                                                                                                                                                                | 76     |
|    | Impact of Recent Accounting Pronouncements                                                                                                                                                                                 | 76     |
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                   | 76     |
| Item 8  | Financial Statements and Supplementary Data                                                                                                                                                  | 77     |
|    | Management’s Report on Internal Control Over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 77     |
|    | Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 78     |
|    | Report of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 80     |
|    | Consolidated Balance Sheets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 81     |
|    | Consolidated Statements of Operations and Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 82     |

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Page   |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Item 8  |   Financial Statements and Supplementary Data (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|    | Consolidated Statements of Stockholders’ Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 83     |
|    | Consolidated Statements of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 85     |
|    | Notes to Consolidated Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 87     |
| Item 9  |   Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 148    |
| Item 9A | Controls and Procedures                                                                                                                                                   | 148    |
| Item 9B | Other Information                                                                                                                                                         | 148    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|    | PART III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Item 10 | Directors, Executive Officers, and Corporate Governance                                                                                                                   | 149    |
| Item 11 | Executive Compensation                                                                                                                                                    | 149    |
| Item 12 |   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 149    |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 150    |
| Item 14 | Principal Accountant Fees and Services                                                                                                                                    | 150    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|    | PART IV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Item 15 | Exhibits and Financial Statement Schedules                                                                                                                                | 151    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|    | Signatures                                                                                                                                                                | 169    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|    | Exhibit Index                                                                                                                                                             | 170    |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Year Ended  |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | January 30, |   |   | January 31, |   |   | February 2, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 2010        |   |   | 2009 |   |   | 2008 |   |
| Store Activity:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |        |   |   |   |   |   |   |   |
| Number of stores open at beginning of period                                                                                   |   |        | 2,301  |   |   |   | 2,409 |   |   |   | 2,378 |   |
| Stores opened                                                                                                                  |   |        | 8      | (1) |   |   | 48 | (4) |   |   | 103 | (5) |
| Stores converted                                                                                                               |   |        | (28    | )(2) |   |   | 0 |   |   |   | 0 |   |
| Stores closed                                                                                                                  |   |        | (160   | )(3) |   |   | (156 | )(3) |   |   | (72 | ) |
| Number of stores open at end of period                                                                                         |   |        | 2,121  |   |   |   | 2,301 |   |   |   | 2,409 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        |   |   |   |   |   |   |   |   |   |   |
| Number of Stores Open at End of Period by Brand:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |        |   |   |   |   |   |   |   |   |   |   |
| LANE BRYANT                                                                                                                    |   |        | 860    | (6) |   |   | 892 | (6) |   |   | 896 | (6) |
| FASHION BUG                                                                                                                    |   |        | 801    |   |   |   | 897 |   |   |   | 989 |   |
| CATHERINES                                                                                                                     |   |        | 460    |   |   |   | 463 |   |   |   | 468 |   |
| PETITE SOPHISTICATE OUTLET                                                                                                     |   |        | 0      | (2) |   |   | 49 |   |   |   | 56 | (7) |
| Number of stores open at end of period                                                                                         |   |        | 2,121  |   |   |   | 2,301 |   |   |   | 2,409 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        |   |   |   |   |   |   |   |   |   |   |
|  (1)  Includes 7 LANE BRYANT stores and 1 FASHION BUG store.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|  (2)  During Fiscal 2009 we decided to close our PETITE SOPHISTICATE OUTLET stores and convert a majority of the locations to CATHERINES stores in outlet locations. We completed the conversion of 5 stores during Fiscal 2009 and completed the remaining 28 conversions in February 2010.                                                                                                                                                                                                                                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|  (3)  Includes 22 FASHION BUG and 10 LANE BRYANT stores in Fiscal 2009 and 78 FASHION BUG, 10 CATHERINES, 21 LANE BRYANT, 2 LANE BRYANT OUTLET, 1 PETITE SOPHISTICATE OUTLET, and 4 PETITE SOPHISTICATE stores in Fiscal 2008 closed in connection with the store closing initiatives announced in February 2008 and November 2008.                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|  (4)  Includes 7 LANE BRYANT OUTLET stores, 11 LANE BRYANT/CACIQUE intimate apparel side-by-side stores, and 4 PETITE SOPHISTICATE OUTLET stores.                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|  (5)  Includes 19 LANE BRYANT OUTLET stores, 37 LANE BRYANT intimate apparel side-by-side stores, 7 PETITE SOPHISTICATE OUTLET stores, and 4 PETITE SOPHISTICATE stores.                                                                                                                                                                                                                                                                                                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|  (6)  Includes LANE BRYANT OUTLET stores as follows: 106 in Fiscal 2009 and Fiscal 2008, and 101 in Fiscal 2007.                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|  (7)  Includes 4 PETITE SOPHISTICATE stores, which were closed during Fiscal 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |

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| ● | political instability;                                                           |
|---------|----------------------------------------------------------------------------------|
|    |                                                                             |
| ● | increased security requirements applicable to imported goods;                    |
|    |                                                                             |
| ● | trade restrictions;                                                              |
|    |                                                                             |
| ● | imposition of or changes in duties, quotas, taxes, and other charges on imports; |
|    |                                                                             |
| ● | currency and exchange risks;                                                     |
|    |                                                                             |
| ● | issues relating to compliance with domestic or international labor standards;    |
|    |                                                                             |
| ● | concerns over anti-dumping;                                                      |
|    |                                                                             |
| ● | delays in shipping; or                                                           |
|    |                                                                             |
| ● | increased costs of transportation.                                               |

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| ● | do not permit cumulative voting;                                                                                                                                             |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                         |
| ● | permit our board to issue "blank check" preferred stock without shareholder approval;                                                                                        |
|    |                                                                                                                                                                         |
| ● | require certain advance notice procedures with regard to the nomination of candidates for election as directors, other than nominations by or at the direction of our board; |
|    |                                                                                                                                                                         |
| ● | prevent our directors from being removed without cause except upon super-majority shareholder approval; and                                                                  |
|    |                                                                                                                                                                         |
| ● | prevent a holder of 20% or more of our common stock from taking certain actions without certain approvals.                                                                   |

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| Period                                                                       |   | Number ofLeases Expiring       |
|------------------------------------------------------------------------------|--------|--------------------------------|
|                                                                         |   |                           |
| 2010             |   |      98(1) |
| 2011 – 2015                                                            |   | 681                            |
| 2016 – 2020                                                            |   | 478                            |
| 2021 – 2025                                                            |   | 586                            |
| 2026 – 2030                                                            |   | 232                            |
| 2031 – 2035                                                            |   |   35                      |
| Thereafter                                                                   |   |     8           |
| ____________________                                                         |
|  (1)Includes 48 stores on month-to-month leases.                        |

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| Size in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |              |   | Leased/ |   |                                                                                              |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|--------|---------|--------|---------------------------------------------------------------------------------------------------|
| Sq. Feet                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Location          |   | Owned   |   | Description                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |              |   |    |   |                                                                                              |
| 865,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Greencastle, IN   |   | Owned   |   | FASHION BUG, and LANE BRYANT OUTLET distribution center                                           |
| 513,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | White Marsh, MD   |   | Owned   |   | LANE BRYANT and CATHERINES distribution center                                                    |
| 288,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Tucson, AZ        |   | Leased  |   | Currently idle(1)                                                                                 |
| 145,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Bensalem, PA      |   | Owned   |   | Corporate headquarters, technology center, and administrative offices                             |
| 142,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Bensalem, PA      |   | Leased  |   | FASHION BUG, CATHERINES, and LANE BRYANT OUTLET home offices and corporate administrative offices |
| 135,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Columbus, OH      |   | Leased  |   | LANE BRYANT home office                                                                           |
| 125,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Marshfield, WI    |   | Owned   |   | FIGI’S distribution center                                                                  |
| 122,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Stevens Point, WI |   | Leased  |   | FIGI’S distribution and call centers                                                        |
| 108,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Tucson, AZ        |   | Leased  |   | Currently idle(1)                                                                                 |
| 71,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Marshfield, WI    |   | Owned   |   | FIGI’S warehouse                                                                            |
| 64,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Marshfield, WI    |   | Owned   |   | FIGI’S administrative offices and call center                                               |
| 52,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Tucson, AZ        |   | Leased  |   | Currently idle(1)                                                                                 |
| 46,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Neillsville, WI   |   | Owned   |   | FIGI’S distribution center                                                                  |
| 40,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Marshfield, WI    |   | Owned   |   | FIGI’S warehouse                                                                            |
| 36,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Tucson, AZ        |   | Leased  |   | Currently idle(1)                                                                                 |
| 23,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Hong Kong, PRC    |   | Owned   |   | International sourcing offices                                                                    |
| 16,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Marshfield, WI    |   | Owned   |   | FIGI’S manufacturing facility                                                               |
| 15,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Tucson, AZ        |   | Leased  |   | Currently idle(1)                                                                                 |
| 8,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Hangzhou, PRC     |   | Leased  |   | International sourcing offices                                                                    |
| 7,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | New Delhi, India  |   | Leased  |   | International sourcing offices                                                                    |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|  (1)  In September 2008 we sold our Crosstown Traders non-core misses apparel catalogs to an affiliate of Orchard Brands.  In connection with the sale we retained certain components of their infrastructure and entered into transitional service agreements with an affiliate of Orchard Brands  Subsequent to the transitional period we discontinued the use of the retained transitional facilities.  See “Item 1. Business; DIRECT-TO-CONSUMER SEGMENT” above for additional information. |

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|                                                                                                                                                                                      |   | Fiscal 2009 |   |   | Fiscal 2008 |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|--------|-------------|--------|
|                                                                                                                                                                                      |   | High        |   |   | Low         |   |   | High |   |   | Low |   |
|                                                                                                                                                                                      |   |        |   |   |        |   |   |   |   |   |   |   |
| 1st Quarter                              |   | $           | 3.85   |   |        | $      | 0.45 |   |   | $ | 6.83 |   |   | $ | 4.26 |   |
| 2nd Quarter                              |   |        | 5.02   |   |        |   | 2.93 |   |   |   | 6.20 |   |   |   | 4.14 |   |
| 3rd Quarter                              |   |        | 5.84   |   |        |   | 4.45 |   |   |   | 6.35 |   |   |   | 1.01 |   |
| 4th Quarter                                                                                                                                                                          |   |        | 6.68   |   |        |   | 4.26 |   |   |   | 2.88 |   |   |   | 0.57 |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |      |   |   |       |   |   | Total            |   |   | Maximum         |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|--------|--------|------------|--------|--------|------------------|--------|--------|-----------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |      |   |   |       |   |   | Number           |   |   | Number of       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |      |   |   |       |   |   | of Shares        |   |   | Shares that     |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Total     |   |   |       |   |   | Purchased as     |   |   | May Yet be      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Number    |   |   | Average    |   |   | Part of Publicly |   |   | Purchased       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | of Shares |   |   | Price Paid |   |   | Announced Plans  |   |   | Under the Plans |   |
| Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Purchased |   |   | per Share  |   |   | or Programs(2)   |   |   | or Programs(2)  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |      |   |   |       |   |   |             |   |   |            |   |
| November 1, 2009 through November 28, 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |      | 349    | (1)    |       | $      | 4.53   |             |   |   | –         |   |   |   |   |
| November 29, 2009 through January 2, 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |      | 683    | (1)    |       |   | 5.40   |             |   |   | –         |   |   |   |   |
| January 3, 2010 through January 30, 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |      | 11,436 | (1)    |       |   | 5.83   |             |   |   | –         |   |   |   |   |
| Total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |      | 12,468 |   |       | $      | 5.77   |             |   |   | –         |   |   |   |   | (2) |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |      |   |   |       |   |   |             |   |   |            |   |   |   |   |   |
|  (1)  Shares withheld for the payment of payroll taxes on employee stock awards that vested during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|  (2)  On November 8, 2007 we publicly announced that our Board of Directors granted authority to repurchase shares of our common stock up to an aggregate value of $200 million. Shares may be purchased in the open market or through privately-negotiated transactions, as market conditions allow. During the period from February 3, 2008 through May 3, 2008 we repurchased a total of 505,406 shares of stock ($5.21 average price paid per share) in the open market under this program. No shares have been purchased under this plan subsequent to May 3, 2008. As of January 30, 2010, $197,364,592 was available for future repurchases under this program. This repurchase program has no expiration date. |   |

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|                                           |   | 1/29/05 |   |   | 1/28/06 |   |   | 2/3/07 |   |   | 2/2/08 |   |   | 1/31/09 |   |   | 1/30/10 |   |
|------------------------------------------------|--------|---------|--------|--------|---------|--------|--------|--------|--------|--------|--------|--------|--------|---------|--------|--------|---------|--------|
| Charming Shoppes, Inc.                    |   | $       | 100    |   |    | $      | 156    |   |   | $      | 164    |   |   | $       | 85     |   |    | $      | 13 |   |   | $ | 72 |   |
| Russell 2000 Composite Index                   |   |    | 100    |   |    |   | 119    |   |   |   | 131    |   |   |    | 118    |   |    |   | 75 |   |   |   | 103 |   |
| Dow Jones U.S. Retailers – Apparel Index |   |    | 100    |   |    |   | 113    |   |   |   | 133    |   |   |    | 105    |   |    |   | 56 |   |   |   | 107 |   |

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Table of Contents

|                                                                                                                                                                                                              |   | Year Ended |      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|-----------|
|                                                                                                                                                                                                              |   | Jan. 30,   |      |   | Jan. 31, |   |   | Feb. 2, |   |   | Feb. 3, |   |   | Jan. 28, |   |
| (In thousands)                                                                                                                                                                                                    |   | 2010       |      |   | 2009 |   |   | 2008 |   |   | 2007(1) |   |   | 2006 |   |
|                                                                                                                                                                                                              |   |       |      |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Statement Data:                                                                                                                                                                                         |   |       |      |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                                                                                                                                                                                         |   | $          | 2,064,602 |   |   | $ | 2,474,898 |   |   | $ | 2,722,462 |   |   | $ | 2,751,845 |   |   | $ | 2,553,645 |   |
| Cost of goods sold                                                                                                                                                                                                |   |       | 1,040,985 |   |   |   | 1,327,387 |   |   |   | 1,420,159 |   |   |   | 1,380,838 |   |   |   | 1,287,072 |   |
| Gross profit                                                                                                                                                                                                      |   |       | 1,023,617 |   |   |   | 1,147,511 |   |   |   | 1,302,303 |   |   |   | 1,371,007 |   |   |   | 1,266,573 |   |
| Occupancy and buying expenses                                                                                                                                                                                     |   |       | 390,225   |   |   |   | 427,841 |   |   |   | 441,580 |   |   |   | 423,714 |   |   |   | 397,940 |   |
| Selling, general, and administrative expenses                                                                                                                                                                     |   |       | 582,941   |   |   |   | 690,095 |   |   |   | 717,393 |   |   |   | 697,066 |   |   |   | 635,795 |   |
| Depreciation and amortization                                                                                                                                                                                     |   |       | 76,302    |   |   |   | 93,741 |   |   |   | 94,470 |   |   |   | 87,956 |   |   |   | 81,289 |   |
| Sale of proprietary credit card receivables programs                                                                                                                                                              |   |       | 14,237    | (2) |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                              |   |       | 15,741    | (3) |   |   | 81,498 | (3) |   |   | 27,197 | (3) |   |   | 0 |   |   |   | 0 |   |
| Restructuring and other charges                                                                                                                                                                                   |   |       | 31,719    | (4) |   |   | 33,145 | (4) |   |   | 5,332 | (4) |   |   | 0 |   |   |   | 0 |   |
| Total operating expenses                                                                                                                                                                                          |   |       | 1,111,165 |   |   |   | 1,326,320 |   |   |   | 1,285,972 |   |   |   | 1,208,736 |   |   |   | 1,115,024 |   |
| Income/(loss) from operations                                                                                                                                                                                     |   |       | (87,548   | ) |   |   | (178,809 | ) |   |   | 16,331 |   |   |   | 162,271 |   |   |   | 151,549 |   |
| Other income                                                                                                                                                                                                      |   |       | 834       |   |   |   | 4,430 |   |   |   | 8,793 |   |   |   | 8,273 |   |   |   | 7,474 |   |
| Gain on repurchases of 1.125% Senior                                                                                                                                                                              |   |       |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Convertible Notes                                                                                                                                                                                                 |   |       | 13,979    |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
| Interest expense                                                                                                                                                                                                  |   |       | (18,799   | ) |   |   | (19,460 | ) |   |   | (18,049 | ) |   |   | (14,746 | ) |   |   | (17,885 | ) |
| Income/(loss) from continuing operations                                                                                                                                                                          |   |       |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| before income taxes and extraordinary item                                                                                                                                                                        |   |       | (91,534   | ) |   |   | (193,839 | ) |   |   | 7,075 |   |   |   | 155,798 |   |   |   | 141,138 |   |
| Income tax provision/(benefit)                                                                                                                                                                                    |   |       | (13,572   | ) |   |   | (13,488 | ) |   |   | 11,238 |   |   |   | 53,839 |   |   |   | 48,718 |   |
| Income/(loss) from continuing operations                                                                                                                                                                          |   |       |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| before extraordinary item                                                                                                                                                                                         |   |       | (77,962   | ) |   |   | (180,351 | ) |   |   | (4,163 | ) |   |   | 101,959 |   |   |   | 92,420 |   |
| Income/(loss) from discontinued operations, net of                                                                                                                                                                |   |       |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| income taxes(5)                                                                                                                                                                                              |   |       | 0         |   |   |   | (74,922 | ) |   |   | (85,039 | ) |   |   | 6,964 |   |   |   | 6,971 |   |
| Extraordinary item, net of income taxes                                                                                                                                                                           |   |       | 0         |   |   |   | 0 |   |   |   | 912 |   |   |   | 0 |   |   |   | 0 |   |
| Net income/(loss)                                                                                                                                                                                                 |   | $          | (77,962   | ) |   | $ | (255,273 | ) |   | $ | (88,290 | ) |   | $ | 108,923 |   |   | $ | 99,391 |   |
| _______________________                                                                                                                                                                                           |   |       |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  (1)   Fiscal 2006 consisted of 53 weeks.                                                                                                                                                          |   |
|                                                                                                                                                                                                              |   |
|  (2)  See “Item 8. Financial Statements and Supplementary Data; Notes to Consolidated Financial Statements; NOTE 12. SALE OF PROPRIETARY CREDIT CARD RECEIVABLES PROGRAMS” below. |   |
|                                                                                                                                                                                                              |   |
|  (3)  See “Item 8. Financial Statements and Supplementary Data; Notes to Consolidated Financial Statements; NOTE 13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMARKS” below. |   |
|                                                                                                                                                                                                              |   |
|  (4)  See “Item 8. Financial Statements and Supplementary Data; Notes to Consolidated Financial Statements;“NOTE 14. RESTRUCTURING AND OTHER CHARGES” below.                     |   |
|                                                                                                                                                                                                              |   |
|  (5)  See “Item 8. Financial Statements and Supplementary Data; Notes to Consolidated Financial Statements; NOTE 2. DISCONTINUED OPERATIONS” below.                                    |   |

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Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | Year Ended |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|---------|
| (Dollars and shares in thousands,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Jan. 30,   |    |   | Jan. 31, |   |   | Feb. 2, |   |   | Feb. 3, |   |   | Jan. 28, |   |
| except per share amounts)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 2010       |    |   | 2009 |   |   | 2008 |   |   | 2007(1) |   |   | 2006 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic income/(loss) per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Continuing operations before extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | $          | (0.67   | ) |   | $ | (1.57 | ) |   | $ | (0.03 | ) |   | $ | 0.83 |   |   | $ | 0.77 |   |
| Discontinued operations, net of income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |       | 0.00    |   |   |   | (0.65 | ) |   |   | (0.70 | ) |   |   | 0.06 |   |   |   | 0.06 |   |
| Extraordinary item, net of income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |       | 0.00    |   |   |   | 0.00 |   |   |   | 0.01 |   |   |   | 0.00 |   |   |   | 0.00 |   |
| Net income/(loss)(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $          | (0.67   | ) |   | $ | (2.23 | ) |   | $ | (0.73 | ) |   | $ | 0.89 |   |   | $ | 0.83 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic weighted average common shares outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |       | 115,626 |   |   |   | 114,690 |   |   |   | 121,160 |   |   |   | 122,388 |   |   |   | 119,831 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Diluted income/(loss) per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Continuing operations before extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | $          | (0.67   | ) |   | $ | (1.57 | ) |   | $ | (0.03 | ) |   | $ | 0.76 |   |   | $ | 0.71 |   |
| Discontinued operations, net of income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |       | 0.00    |   |   |   | (0.65 | ) |   |   | (0.70 | ) |   |   | 0.05 |   |   |   | 0.05 |   |
| Extraordinary item, net of income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |       | 0.00    |   |   |   | 0.00 |   |   |   | 0.01 |   |   |   | 0.00 |   |   |   | 0.00 |   |
| Net income/(loss)(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $          | (0.67   | ) |   | $ | (2.23 | ) |   | $ | (0.73 | ) |   | $ | 0.81 |   |   | $ | 0.76 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Diluted weighted average common shares and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| equivalents outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |       | 115,626 |   |   |   | 114,690 |   |   |   | 121,160 |   |   |   | 139,763 |   |   |   | 137,064 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Performance Data(3):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net return on average stockholders’ equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |       | (15.6   | )% |   |   | (26.7 | )% |   |   | (0.5 | )% |   |   | 11.6 | % |   |   | 12.3 | % |
| Net return on average total assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |       | (6.4    | ) |   |   | (13.0 | ) |   |   | (0.3 | ) |   |   | 6.2 |   |   |   | 6.5 |   |
| Adjusted EBITDA(4)                                                                                                                                                                                                                                                                                                                                                                                                                      |   | $          | 50,451  |   |   | $ | 29,575 |   |   | $ | 143,330 |   |   | $ | 250,227 |   |   | $ | 232,838 |   |
| _______________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |       |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  (1)   Fiscal 2006 consisted of 53 weeks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|  (2)   Results may not add due to rounding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|  (3)   Based on net income/(loss) from continuing operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| (4)   Income/(loss) from continuing operations before (i) income taxes; (ii) net interest expense/other income; (iii) gain on repurchases of 1.125% Senior Convertible Notes; (iv) restructuring  and other charges; (v) impairment of store assets, goodwill, and trademarks; (vi) sale of proprietary credit card receivables programs; and (vii) depreciation and amortization. Adjusted EBITDA includes amortization of stock-based compensation expense, which is a component of selling, general, and administrative expenses. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; RESULTS OF OPERATIONS” below for a further discussion of adjusted EBITDA. |   |

|                                                                                                                                                                                                                                                                                                                                                                                                           |   | As Of    |      |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|-----------|
|                                                                                                                                                                                                                                                                                                                                                                                                           |   | Jan. 30, |      |   | Jan. 31, |   |   | Feb. 2, |   |   | Feb. 3, |   |   | Jan. 28, |   |
| (Dollars in thousands)                                                                                                                                                                                                                                                                                                                                                                                         |   | 2010     |      |   | 2009 |   |   | 2008(1) |   |   | 2007(1) |   |   | 2006(1) |   |
|                                                                                                                                                                                                                                                                                                                                                                                                           |   |     |      |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance Sheet Data:                                                                                                                                                                                                                                                                                                                                                                                            |   |     |      |   |   |   |   |   |   |   |   |   |   |   |   |
| Total assets                                                                             |   | $        | 1,161,657 |   |   | $ | 1,277,141 |   |   | $ | 1,611,013 |   |   | $ | 1,705,723 |   |   | $ | 1,572,583 |   |
| Current portion – long-term debt                                                                                                                                                                                                                                                                                                                            |   |     | 6,265     |   |   |   | 6,746 |   |   |   | 8,827 |   |   |   | 10,887 |   |   |   | 14,765 |   |
| Long-term debt                                                                           |   |     | 171,558   |   |   |   | 232,722 |   |   |   | 222,224 |   |   |   | 181,124 |   |   |   | 191,979 |   |
| Working capital                                                                          |   |     | 335,595   |   |   |   | 382,024 |   |   |   | 495,096 |   |   |   | 460,620 |   |   |   | 344,229 |   |
| Stockholders’ equity                                                               |   |     | 464,934   |   |   |   | 536,855 |   |   |   | 812,495 |   |   |   | 947,538 |   |   |   | 814,348 |   |
| _______________________                                                                                                                                                                                                                                                                                                                                                                                        |   |     |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  (1)  Includes discontinued operations (see “Item 8. Financial Statements and Supplementary Data; Notes to Consolidated Financial Statements; NOTE 2. DISCONTINUED OPERATIONS” below).                                                                                                                                                                                              |   |

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| ● | Our business is dependent upon our ability to accurately predict rapidly changing fashion trends, customer preferences, and other fashion-related factors.  These risks may increase as we shift a higher proportion of our product to internally-designed merchandise and to overseas sourcing with its associated increase in lead times. |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                  |
| ● | The women’s specialty retail apparel and direct-to-consumer markets are highly competitive and we may be unable to compete successfully against existing or future competitors.                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                  |

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| ● | We continue to execute on our five key priorities to guide our organization: (1) focus on the customer; (2) stabilize and begin to grow profitable revenue; (3) increase EBITDA; (4) increase cash flow; and (5) employee empowerment with accountability.  Our key priorities are designed to support our strategic goals to enhance our competitive position and improve our financial results.  We cannot assure the successful execution and the realization of the benefits of our key priorities, which may vary materially based on various factors, including the timing of execution of our strategic initiatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | Our inability to successfully manage labor costs, occupancy costs, or other operating costs, or our inability to take advantage of opportunities to reduce operating costs, could adversely affect our operating margins and our results of operations.  We cannot assure the successful implementation of our planned cost reduction and capital budget reduction plans or the realization of our anticipated annualized expense savings from our restructuring programs.  We may be unable to obtain adequate insurance for our operations at a reasonable cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | We are subject to the Fair Labor Standards Act and various state and Federal laws and regulations governing such matters as minimum wages, exempt status classification, overtime, and employee benefits.  Changes in Federal or state laws or regulations regarding minimum wages, unionization, or other employee benefits could cause us to incur additional wage and benefit costs, which could adversely affect our results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | We depend on the availability of credit for our working capital needs, including credit we receive from our bankers, our factors, our suppliers and their agents, and on our ongoing payments from Alliance Data related to our private-label credit card sales.  The current global financial crisis could adversely affect our ability or the ability of our vendors to secure adequate credit financing.  If we or our vendors are unable to obtain sufficient financing at an affordable cost, our ability to merchandise our retail stores or e-commerce businesses could be adversely affected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | We cannot assure that we will realize the expected benefits from the ten-year private-label credit card operating agreements with Alliance Data.  A significant portion of our sales revenues are generated through our private-label credit cards.  Therefore, changes in the private-label credit card programs that adversely impact our ability to facilitate customer credit may adversely impact our results of operations.  Alliance Data will have discretion over certain policies and arrangements with the cardholders and may change these policies and arrangements in ways that could affect our relationship with the cardholders.  Any such changes could adversely affect our private-label credit card sales and our results of operations.  Our ability to continue to offer private-label credit card programs to our customers will depend on the success of our strategic alliance with Alliance Data.                                                                                                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | Credit card operations are subject to numerous Federal and state laws that impose disclosure and other requirements upon the origination, servicing, and enforcement of credit accounts, and limitations on the amount of finance charges and fees that may be charged by a credit card provider.  Alliance Data may be subject to regulations to which we were not subject prior to the sale of our proprietary credit card receivables programs.  To the extent that such limitations or regulations materially limit the availability of credit or increase the cost of credit to our cardholders or negatively impact provisions which affect our revenue streams associated with the ten-year operating agreements, our results of operations could be adversely affected.  In addition, changes in credit card use, payment patterns, or default rates could be affected by a variety of economic, legal, social, or other factors over which we have no control and cannot predict with certainty.  Such changes could also negatively impact the availability of credit or increase the cost of credit to our cardholders or negatively impact provisions that affect our revenue streams associated with the ten-year operating agreements. |

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| ● | The recent deterioration in economic conditions in the domestic and global economies, higher levels of unemployment, an uncertain economic outlook, and fluctuating energy costs has led to, and could continue to lead to, reduced consumer demand for our products in the future.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ● | Our Retail Stores and Direct-to-Consumer segments experience seasonal fluctuations in net sales and operating income.  Any decrease in sales or margins during our peak sales periods or in the availability of working capital during the months preceding such periods could have a material adverse effect on our business.  In addition, extreme or unseasonable weather conditions may have a negative impact on our sales.                                                                                                                                                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ● | Certain of our business processes that are dependent on technology are outsourced to third parties.  Such processes include credit card authorization and processing, our e-commerce platform, and certain other information technology functions.  Although we make a diligent effort to insure that all providers of outsourced services observe proper internal control practices and procedures, we cannot assure that failures will not occur.  The failure of such third parties to provide adequate services could adversely affect our customers’ shopping experience, our results of operations, liquidity, or our ability to provide adequate financial and management reporting. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ● | We depend on the efforts and abilities of our executive officers and their management teams and we may not be able to retain or replace these employees or recruit additional qualified personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ● | Our business plan is largely dependent upon continued growth in the plus-size women’s apparel market, which may not occur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ● | We depend on our distribution and fulfillment centers and third-party freight consolidators, fulfillment centers, and service providers for prompt and efficient deliveries of merchandise to our stores and customers.  We could incur significantly higher costs and experience longer lead times associated with distributing our products to our stores and shipping our products to our e-commerce and catalog customers if operations at any of these locations were to be disrupted for any reason.  The failure to distribute our products promptly could adversely affect our results of operations.                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ● | Natural disasters, as well as war, acts of terrorism, or other armed conflict, or the threat of any such event may negatively impact availability of merchandise and customer traffic to our stores, or otherwise adversely affect our business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ● | Successful operation of our e-commerce websites and our catalog business is dependent on our ability to maintain efficient and uninterrupted customer service and fulfillment operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ● | We rely significantly on foreign sources of production and face a variety of risks generally associated with doing business in foreign markets and importing merchandise from abroad.  Such risks include (but are not necessarily limited to) political instability; imposition of or changes in duties or quotas; trade restrictions; increased security requirements applicable to imports; delays in shipping; increased costs of transportation; and issues relating to compliance with domestic or international labor standards.                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

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| ● | Our manufacturers may be unable to manufacture and deliver merchandise to us in a timely manner or to meet our quality standards.  In addition, if any one of our manufacturers or vendors fails to operate in compliance with applicable laws and regulations, is perceived by the public as failing to meet certain United States labor standards, or employs unfair labor practices, our business could be adversely affected.                                                                                                                                                                                                                                                                                                                                                                                               |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ● | Our long-term growth plan depends on our ability to open and profitably operate new retail stores, to convert, where applicable, the formats of existing stores on a profitable basis, and to continue to expand our outlet distribution channel.  Our retail stores depend upon a high volume of traffic in the strip centers and malls in which our stores are located, and our future retail store growth is dependent upon the availability of suitable locations for new stores.  In addition, we will need to identify, hire, and retain a sufficient number of qualified personnel to work in our stores.  We cannot assure that desirable store locations will continue to be available, or that we will be able to hire and retain a sufficient number of suitable sales associates at our stores. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ● | We may be unable to protect our trademarks and other intellectual property rights, which are important to our success and our competitive position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ● | Inadequate systems capacity, a disruption or slowdown in telecommunications services, changes in technology, changes in government regulations, systems issues, security breaches, a failure to integrate order management systems, or customer privacy issues could result in reduced sales or increases in operating expenses as a result of our efforts or our inability to remedy such issues.                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ● | We continually evaluate our portfolio of businesses and may decide to acquire or divest businesses or enter into joint venture or strategic alliances.  If we fail to manage the risks associated with acquisitions, divestitures, joint ventures, or other alliances, our business, financial condition, and results of operations could be materially and adversely affected.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ● | Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to include our assessment of the effectiveness of our internal control over financial reporting in our annual reports.  Our independent registered public accounting firm is also required to report on whether or not they believe that we maintained, in all material respects, effective internal control over financial reporting.  If we are unable to maintain effective internal control over financial reporting we could be subject to regulatory sanctions and a possible loss of public confidence in the reliability of our financial reporting.  Such a failure could result in our inability to provide timely and/or reliable financial information and could adversely affect our business.                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ● | The holders of our 1.125% Senior Convertible Notes due May 1, 2014 (the 1.125% Notes) could require us to repurchase the principal amount of the notes for cash before maturity of the notes upon the occurrence of a “fundamental change” as defined in the prospectus filed in connection with the 1.125% Notes (see “Item 8.  Financial Statements and Supplementary Data; Notes to Consolidated Financial Statements; NOTE 8. LONG-TERM DEBT” below).  Such a repurchase would require significant amounts of cash, would be subject to important limitations on our ability to repurchase, such as the risk of our inability to obtain funds for such repurchase, and could adversely affect our financial condition.                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ● | Changes to existing accounting rules or the adoption of new rules could have an adverse impact on our reported results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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| ● | We make certain significant assumptions, estimates, and projections related to the useful lives and valuation of our property, plant, and equipment and the valuation of goodwill and other intangible assets related to acquisitions.  The carrying amount and/or useful life of these assets are subject to periodic and/or annual valuation tests for impairment.  Impairment results when the carrying value of an asset exceeds the undiscounted (or for goodwill and indefinite-lived intangible assets the discounted) future cash flows associated with the asset.  If actual experience were to differ materially from the assumptions, estimates, and projections used to determine useful lives or the valuation of property, plant, equipment, or intangible assets, a write-down for impairment of the carrying value of the assets, or acceleration of depreciation or amortization of the assets, could result.  Such a write-down or acceleration of depreciation or amortization could have an adverse impact on our reported results of operations.  See “CRITICAL ACCOUNTING POLICIES; Impairment of Property, Plant, and Equipment, Intangible Assets, and Goodwill” and “Item 8.  Financial Statements and Supplementary Data; Notes to Consolidated Financial Statements; NOTE 13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMARKS” below. |
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| ● | In July 2009 we refinanced our revolving credit facility well ahead of its expiration.                                                                                                                                                                                                                                     |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                       |
| ● | In July 2009 we also decided to discontinue the exploration of the sale of our FIGI’S business, which was a solid contributor to our adjusted EBITDA during Fiscal 2009.                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                       |
| ● | In October 2009 we completed the sale of our proprietary credit card receivables programs to Alliance Data, which dramatically improved the strength of our capital base, and removed the financing risk associated with both the credit card receivables securitization program and the underlying credit card portfolio. |
|    |                                                                                                                                                                                                                                                                                                                       |
| ● | During the third quarter of Fiscal 2009 we decided to close the PETITE SOPHISTICATE OUTLET stores and convert a majority of the space to CATHERINES stores in outlet locations.  We completed the conversion by the end of February 2010.                                                                        |

| ● | Add juniors merchandise back into approximately 280 FASHION BUG stores in the back-to-school timeframe to provide needed assortment choices to our customers in non-metropolitan markets.  We will also be putting junior plus assortments in approximately 50 stores. |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                        |
| ● | In FASHION BUG stores with excess square footage, we plan to implement the following to better serve our customer and improve our FASHION BUG store economics:                                                                                                              |

|   | ○ | Add extended assortments, such as footwear, intimates, and our plus-only Essentials assortment.                                                                                                                                                           |
|--------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                      |
|   | ○ | Test approximately 25 of our larger FASHION BUG stores in various scenarios, including carrying merchandise from our FASHION BUG and/or LANE BRYANT and/or CATHERINES brands, as well as conversion of a portion of the square footage to those concepts. |
|   |    |                                                                                                                                                                                                                                                      |
|   | ○ | Close approximately 100-120 under-performing stores during Fiscal 2010 as announced in the fourth quarter of Fiscal 2009.                                                                                                                            |

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| ● | It allows us to further focus on our core business;                                                                                                            |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                           |
| ● | It eliminates the financing risk associated with our proprietary credit card receivables programs and the credit risk of the underlying credit card portfolio; |
|    |                                                                                                                                                           |
| ● | The net cash proceeds to us of $136.6 million has strengthened our liquidity and financial flexibility; and                                                    |
|    |                                                                                                                                                           |
| ● | We will receive ongoing payments from Alliance Data based on credit sales generated by our private-label credit card portfolio.                                |

| ● | We are working to improve our marketing to insure a balance between marketing to our current customers and to inactive and new customers.  We believe we can better succeed by focusing on the basics of efficiently driving traffic both to our stores and online, and by focusing on increasing the conversion rate for customers in our stores and on our websites.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ● | We are focused on assortments planning and selling outfits.  We believe we can better succeed by improving our buying and in-store merchandising of appropriate assortments of bottoms, tops, accessories, intimates, and related products.  We believe we can improve our store traffic and conversion rates by providing the customer with a more balanced assortment with a stronger focus on our core merchandise while also addressing the fashion needs of our customers.  We know through customer research that size and fit are the leading priority for our customer.  We are working to leverage and improve our fit expertise and sizing approach to strengthen our overall merchandise programs.                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ● | We are working to increase our internally designed and developed products and we are transforming each of our core brands into more distinct brands.  During the third quarter of Fiscal 2009 we added global sourcing talent at each of our brands to assist in this process and to better leverage our scale in order to deliver more efficient cost of goods expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ● | We are focused on increasing our e-commerce penetration across all of our brands.  We redesigned each of our core brands’ websites and successfully converted our core brands to a new e-commerce technology platform during the third quarter of Fiscal 2009.  In February 2010 we announced the debut of a universal shopping cart linking four of our e-commerce websites: lanebryant.com, cacique.com, fashionbug.com, and catherines.com.  Through this universal shopping cart we began offering free shipping for customers who choose to pick up their merchandise at any of our more than 2,100 store locations and a flat $7 shipping rate for shipments to customers’ homes.  Our objective is to provide an improved on-line customer experience that will result in increased website traffic and sales conversion rates. |

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| ● | We are committed to adopting a multi-channel mindset.  We will encourage and make it easy for our customer to shop in three convenient ways – in our stores, online, and via telephone.  We will also be multi-vehicle in our communications with both existing and new customers, whether via direct mail, email, online, or in our stores. |
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|                                                  |   |                       |    |   | Percentage Increase |   |
|-------------------------------------------------------|--------|----------------------------|---------|--------|---------------------|--------|
|                                                  |   |                       |    |   | (Decrease)          |   |
|                                                  |   | Percentage of Net Sales(1) |    |   | From Prior Year     |   |
|                                                  |   | Fiscal                     |    |   | Fiscal              |   |   | Fiscal |   |   | Fiscal |   |   | Fiscal |   |
|                                                  |   | 2009                       |    |   | 2008                |   |   | 2007 |   |   |   | 2009-2008 |   |   |   | 2008-2007 |   |
|                                                  |   |                       |    |   |                |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                             |   |                       | 100.0   | %      |                |   | 100.0 | % |   |   | 100.0 | % |   |   | (16.6 | )% |   |   | (9.1 | )% |
| Cost of goods sold                                    |   |                       | 50.4    |   |                |   | 53.6 |   |   |   | 52.2 |   |   |   | (21.6 | ) |   |   | (6.5 | ) |
| Gross profit                                          |   |                       | 49.6    |   |                |   | 46.4 |   |   |   | 47.8 |   |   |   | (10.8 | ) |   |   | (11.9 | ) |
| Occupancy and buying expenses                         |   |                       | 18.9    |   |                |   | 17.3 |   |   |   | 16.2 |   |   |   | (8.8 | ) |   |   | (3.1 | ) |
| Selling, general, and administrative expenses         |   |                       | 28.2    |   |                |   | 27.9 |   |   |   | 26.4 |   |   |   | (15.5 | ) |   |   | (3.8 | ) |
| Depreciation and amortization                         |   |                       | 3.7     |   |                |   | 3.8 |   |   |   | 3.5 |   |   |   | (18.6 | ) |   |   | (0.8 | ) |
| Sale of proprietary credit card receivables programs  |   |                       | 0.7     |   |                |   | – |   |   |   | – |   |   |   | ** |   |   |   | – |   |
| Impairment of store assets, goodwill, and trademarks  |   |                       | 0.8     |   |                |   | 3.3 |   |   |   | 1.0 |   |   |   | (80.7 | ) |   |   | 199.7 |   |
| Restructuring and other charges                       |   |                       | 1.5     |   |                |   | 1.3 |   |   |   | 0.2 |   |   |   | (4.3 | ) |   |   | 521.6 |   |
| Income/(loss) from operations                         |   |                       | (4.2    | )      |                |   | (7.2 | ) |   |   | 0.6 |   |   |   | (51.0 | )(2) |   |   | ** |   |
| Other income                                          |   |                       | 0.0     |   |                |   | 0.2 |   |   |   | 0.3 |   |   |   | (81.2 | ) |   |   | (49.6 | ) |
| Gain on repurchase of 1/125% Senior Convertible Notes |   |                       | 0.7     |   |                |   | – |   |   |   | – |   |   |   | ** |   |   |   | – |   |
| Interest expense                                      |   |                       | 0.9     |   |                |   | 0.8 |   |   |   | 0.7 |   |   |   | (3.4 | ) |   |   | 7.8 |   |
| Income tax provision/(benefit)                        |   |                       | (0.7    | )      |                |   | (0.5 | ) |   |   | 0.4 |   |   |   | 0.6 | (3) |   |   | ** |   |
| Loss from continuing operations                       |   |                       | (3.8    | )      |                |   | (7.3 | ) |   |   | (0.2 | ) |   |   | (56.8 | )(2) |   |   | ** |   |
| Loss from discontinued operations, net of taxes       |   |                       | – |   |                |   | (3.0 | ) |   |   | (3.1 | ) |   |   | – |   |   |   | (11.9 | ) |
| Net loss                                              |   |                       | (3.8    | )      |                |   | (10.3 | ) |   |   | (3.2 | ) |   |   | (69.5 | )(2) |   |   | (189.1 | ) |
|                                                  |   |                       |    |   |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  (1)  Results may not add due to rounding.  |   |
|                                                  |   |
|  (2)  Decrease in loss.                     |   |
|                                                  |   |
|  (3)  Increase in income tax benefit.       |   |
|                                                  |   |
|  **  Results not meaningful.                |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Year Ended       |   |   | Year Ended       |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|--------|--------|------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | January 30, 2010 |   |   | January 31, 2009 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Fiscal           |   |   | Fourth           |   |   | Fiscal |   |   | Fourth |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Year             |   |   | Quarter          |   |   | Year |   |   | Quarter |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |             |   |   |             |   |   |   |   |   |   |   |
| Retail Stores segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |             |   |   |             |   |   |   |   |   |   |   |
| Decrease in comparable store sales:(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |             |   |   |             |   |   |   |   |   |   |   |
| Consolidated retail stores                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |             | (13    | )%     |             |   | (12 | )% |   |   | (12 | )% |   |   | (15 | )% |
| LANE BRYANT(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |             | (15    | )      |             |   | (15 | ) |   |   | (12 | ) |   |   | (17 | ) |
| FASHION BUG                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |             | (14    | )      |             |   | (8 | ) |   |   | (11 | ) |   |   | (14 | ) |
| CATHERINES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |             | (7     | )      |             |   | (6 | ) |   |   | (13 | ) |   |   | (11 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Sales from new stores as a percentage of total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| consolidated prior-period net sales:(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| LANE BRYANT(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |             | 1      |   |             |   | 0 |   |   |   | 4 |   |   |   | 3 |   |
| FASHION BUG                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |             | 0      |   |             |   | 0 |   |   |   | 1 |   |   |   | 0 |   |
| CATHERINES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |             | 0      |   |             |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
| Other retail stores(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |             | 0      |   |             |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Prior-period sales from closed stores as a percentage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| of total consolidated prior-period net sales:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| LANE BRYANT(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |             | (2     | )      |             |   | (2 | ) |   |   | (3 | ) |   |   | (3 | ) |
| FASHION BUG                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |             | (2     | )      |             |   | (2 | ) |   |   | (2 | ) |   |   | (2 | ) |
| CATHERINES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |             | 0      |   |             |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Decrease in Retail Stores segment sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |             | (16    | )      |             |   | (14 | ) |   |   | (11 | ) |   |   | (16 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Direct-to-Consumer segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Increase/(decrease) in Direct-to-Consumer segment sales(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |             | (30    | )      |             |   | (16 | ) |   |   | 39 |   |   |   | 1 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Decrease in consolidated total net sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |             | (17    | )      |             |   | (15 | ) |   |   | (9 | ) |   |   | (14 | ) |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |             |   |   |             |   |   |   |   |   |   |   |   |   |   |   |
|  (1)  “Comparable store sales” is not a measure that has been defined under generally accepted accounting principles. The method of calculating comparable store sales varies across the retail industry and, therefore, our calculation of comparable store sales is not necessarily comparable to similarly-titled measures reported by other companies. We define comparable store sales as sales from stores operating in both the current and prior-year periods. New stores are added to the comparable store sales base 13 months after their open date. Sales from stores that are relocated within the same mall or strip-center, remodeled, or have a legal square footage change of less than 20% are included in the calculation of comparable store sales. Sales from stores that are relocated outside the existing mall or strip-center, or have a legal square footage change of 20% or more, are excluded from the calculation of comparable store sales until 13 months after the relocated store is opened. Stores that are temporarily closed for a period of 4 weeks or more are excluded from the calculation of comparable store sales for the applicable periods in the year of closure and the subsequent year. Non-store sales, such as catalog and internet sales, are excluded from the calculation of comparable store sales. |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|  (2)  Includes incremental Retail Stores segment e-commerce sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|  (3)  Includes LANE BRYANT OUTLET stores.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|  (4)  Includes PETITE SOPHISTICATE stores, which were closed in August 2008, and PETITE SOPHISTICATE OUTLET stores, which were closed in the fourth quarter of Fiscal 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|  (5)  Primarily due to LANE BRYANT WOMAN catalog, which began operations in the fourth quarter of Fiscal 2007. During the third quarter of Fiscal 2008 we decided to discontinue the LANE BRYANT WOMAN catalog, which we completed during the second quarter of Fiscal 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |

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Table of Contents

|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   | Other     |   |   | Total  |    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|---------|--------|---------|--------|---------|------------|--------|--------|-----------|--------|--------|--------|---------|
|                                                                                                                                                                                                                                                                                                                                            |   | Lane      |    |   | Fashion |   |    |       |   |   | Retail    |   |   | Retail |    |
| (In millions)                                                                                                                                                                                                                                                                                                                                   |   | Bryant(1) |    |   | Bug     |   |    | Catherines |   |   | Stores(2) |   |   | Stores |    |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Year ended January 30, 2010                                                                                                                                                                                                                                                                                                                     |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Net sales                                                                        |   | $         | 945.8   |   |    | $      | 692.1   |       |   | $      | 293.0     |   |   | $      | 16.7    |   |   | $ | 1,947.6 |   |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                 |   |      | 61.5    |   |    |   | (6.4    | )          |   |   | 11.7      |   |   |   | (0.6    | ) |   |   | 66.2 |   |
| Income tax benefit                                                               |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                               |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Depreciation and amortization                                                    |   |      | 36.4    |   |    |   | 13.9    |       |   |   | 7.9       |   |   |   | 0.1     |   |   |   | 58.3 |   |
| EBITDA                                                                           |   |      | 97.9    |   |    |   | 7.5     |       |   |   | 19.6      |   |   |   | (0.5    | ) |   |   | 124.5 |   |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Gain on repurchases of 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                          |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Restructuring and other charges                                                                                                                                                                                                                                                                                                       |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                            |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Sale of proprietary credit card receivables programs                                                                                                                                                                                                                                                                                            |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Adjusted EBITDA                                                                  |   | $         | 97.9    |   |    | $      | 7.5     |       |   | $      | 19.6      |   |   | $      | (0.5    | ) |   | $ | 124.5 |   |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                             |   |      | 10.4    | %      |    |   | 1.1     | %          |   |   | 6.7       | %      |   |   | (3.0    | )% |   |   | 6.4 | % |
| ____________________                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
|  (1)  Includes LANE BRYANT OUTLET stores, with net sales of $116.1 and adjusted EBITDA of $18.3.                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                            |   |
|  (2)  Includes PETITE SOPHISTICATE stores, which began operations in October 2007 and were closed in August 2008, and PETITE SOPHISTICATE OUTLET stores, which began operations in September 2006 and were closed in the fourth quarter of Fiscal 2009.                                                                               |   |

|                                                                                                                                                                                                                                                                                                                                              |   | Direct-to-  |    |   | Corporate |   |        |         |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|--------|-----------|--------|-------------|--------------|--------|
| (In millions)                                                                                                                                                                                                                                                                                                                                     |   | Consumer(1) |    |   | And Other |   |        | Consolidated |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |        |         |   |
| Year ended January 30, 2010                                                                                                                                                                                                                                                                                                                       |   |        |    |   |      |   |        |         |   |
| Net sales                                                                          |   | $           | 116.6   |   |      | $      | 0.4         | (2)          |   | $ | 2,064.6 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |        |         |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                   |   |        | 2.8     |   |      |   | (147.0      | )            |   |   | (78.0 | ) |
| Income tax benefit                                                                 |   |        | – |   |      |   | (13.5       | )            |   |   | (13.5 | ) |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                                 |   |        | – |   |      |   | 18.0        |         |   |   | 18.0 |   |
| Depreciation and amortization                                                      |   |        | 1.2     |   |      |   | 16.8        |         |   |   | 76.3 |   |
| EBITDA                                                                             |   |        | 4.0     |   |      |   | (125.7      | )            |   |   | 2.8 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |        |         |   |   |   |   |
| Gain on repurchases of 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                            |   |        | – |   |      |   | (14.0       | )            |   |   | (14.0 | ) |
| Restructuring and other charges                                                    |   |        | – |   |      |   | 31.7        |         |   |   | 31.7 |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                              |   |        | – |   |      |   | 15.8        |         |   |   | 15.8 |   |
| Sale of proprietary credit card receivables programs                                                                                                                                                                                                                                                                                              |   |        | – |   |      |   | 14.2        |         |   |   | 14.2 |   |
| Adjusted EBITDA                                                                    |   | $           | 4.0     |   |      | $      | ( 78.0 | )            |   | $ | 50.5 |   |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                               |   |        | 3.4     | %      |      |   | –     | (3)          |   |   | 2.4 | % |
| ____________________                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |        |         |   |   |   |   |
|  (1)  Includes FIGI’S, with net sales of $105.3 and adjusted EBITDA of $8.7. Also includes net sales of $11.3 and adjusted EBITDA of $(4.7) related primarily to our LANE BRYANT WOMAN catalog business that we shut down in the second quarter of Fiscal 2009.                                                              |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (2)  Revenues related to our figure magazine, which was discontinued in the Fiscal 2009 First Quarter.                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (3)  Not meaningful.                                                                                                                                                                                                                                                                                                                   |   |

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Table of Contents

|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   | Other     |   |   | Total  |    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|---------|--------|---------|--------|---------|------------|--------|--------|-----------|--------|--------|--------|---------|
|                                                                                                                                                                                                                                                                                                                                            |   | Lane      |    |   | Fashion |   |    |       |   |   | Retail    |   |   | Retail |    |
| (In millions)                                                                                                                                                                                                                                                                                                                                   |   | Bryant(1) |    |   | Bug     |   |    | Catherines |   |   | Stores(2) |   |   | Stores |    |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Year ended January 31, 2009                                                                                                                                                                                                                                                                                                                     |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Net sales                                                                        |   | $         | 1,113.6 |   |    | $      | 855.4   |       |   | $      | 312.7     |   |   | $      | 24.4    |   |   | $ | 2,306.1 |   |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                 |   |      | 66.3    |   |    |   | (3.8    | )          |   |   | 12.3      |   |   |   | (1.6    | ) |   |   | 73.2 |   |
| Income tax benefit                                                               |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                               |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Depreciation and amortization                                                    |   |      | 38.4    |   |    |   | 20.7    |       |   |   | 7.2       |   |   |   | 0.0     |   |   |   | 66.3 |   |
| EBITDA                                                                           |   |      | 104.7   |   |    |   | 16.9    |       |   |   | 19.5      |   |   |   | (1.6    | ) |   |   | 139.5 |   |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Restructuring and other charges                                                                                                                                                                                                                                                                                                            |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                            |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Adjusted EBITDA                                                                  |   | $         | 104.7   |   |    | $      | 16.9    |       |   | $      | 19.5      |   |   | $      | (1.6    | ) |   | $ | 139.5 |   |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                             |   |      | 9.4     | %      |    |   | 2.0     | %          |   |   | 6.2       | %      |   |   | (6.6    | )% |   |   | 6.0 | % |
| ____________________                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
|  (1)  Includes LANE BRYANT OUTLET stores, with net sales of $115.1 and adjusted EBITDA of $17.3.                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                            |   |
|  (2)  Includes PETITE SOPHISTICATE stores, which began operations in October 2007 and were closed in August 2008, and PETITE SOPHISTICATE OUTLET stores, which began operations in September 2006 and were closed in the fourth quarter of Fiscal 2009.                                                                               |   |

|                                                                                                                                                                                                                                                                                                                                              |   | Direct-to-  |    |   | Corporate |   |    |         |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|--------|-----------|--------|---------|--------------|--------|
| (In millions)                                                                                                                                                                                                                                                                                                                                     |   | Consumer(1) |    |   | And Other |   |    | Consolidated |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |
| Year ended January 31, 2009                                                                                                                                                                                                                                                                                                                       |   |        |    |   |      |   |    |         |   |
| Net sales                                                                          |   | $           | 167.5   |   |      | $      | 1.3     | (2)          |   | $ | 2,474.9 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                   |   |        | (12.1   | )      |      |   | (241.5  | )            |   |   | (180.4 | ) |
| Income tax benefit                                                                 |   |        | – |   |      |   | (13.5   | )            |   |   | (13.5 | ) |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                                 |   |        | – |   |      |   | 15.0    |         |   |   | 15.0 |   |
| Depreciation and amortization                                                      |   |        | 1.5     |   |      |   | 25.9    |         |   |   | 93.7 |   |
| EBITDA                                                                             |   |        | (10.6   | )      |      |   | (214.1  | )            |   |   | (85.2 | ) |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
| Restructuring and other charges                                                    |   |        | – |   |      |   | 33.2    |         |   |   | 33.2 |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                              |   |        | – |   |      |   | 81.5    |         |   |   | 81.5 |   |
| Adjusted EBITDA                                                                    |   | $           | (10.6   | )      |      | $      | (99.4   | )            |   | $ | 29.5 |   |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                               |   |        | (6.3    | )%     |      |   | – | (3)          |   |   | 1.2 | % |
| ____________________                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
|  (1)  Includes FIGI’S, with net sales of $108.7 and adjusted EBITDA of $6.5.                                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (2)  Revenues related to our figure magazine, which was discontinued in the Fiscal 2009 First Quarter.                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (3)  Not meaningful.                                                                                                                                                                                                                                                                                                                   |   |

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Table of Contents

|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   | Other     |   |   | Total  |    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|---------|--------|---------|--------|---------|------------|--------|--------|-----------|--------|--------|--------|---------|
|                                                                                                                                                                                                                                                                                                                                            |   | Lane      |    |   | Fashion |   |    |       |   |   | Retail    |   |   | Retail |    |
| (In millions)                                                                                                                                                                                                                                                                                                                                   |   | Bryant(1) |    |   | Bug     |   |    | Catherines |   |   | Stores(2) |   |   | Stores |    |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Year ended February 2, 2008                                                                                                                                                                                                                                                                                                                     |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Net sales                                                                        |   | $         | 1,232.3 |   |    | $      | 994.3   |       |   | $      | 353.2     |   |   | $      | 21.1    |   |   | $ | 2,600.9 |   |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                 |   |      | 93.9    |   |    |   | 61.7    |       |   |   | 39.2      |   |   |   | (2.3    | ) |   |   | 192.5 |   |
| Income tax benefit                                                               |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                               |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Depreciation and amortization                                                    |   |      | 37.9    |   |    |   | 21.7    |       |   |   | 11.3      |   |   |   | 0.1     |   |   |   | 71.0 |   |
| EBITDA                                                                           |   |      | 131.8   |   |    |   | 83.4    |       |   |   | 50.5      |   |   |   | (2.2    | ) |   |   | 263.5 |   |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Restructuring and other charges                                                                                                                                                                                                                                                                                                       |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                            |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Adjusted EBITDA                                                                  |   | $         | 131.8   |   |    | $      | 83.4    |       |   | $      | 50.5      |   |   | $      | (2.2    | ) |   | $ | 263.5 |   |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                             |   |      | 10.7    | %      |    |   | 8.4     | %          |   |   | 14.3      | %      |   |   | (10.4   | )% |   |   | 10.1 | % |
| ____________________                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
|  (1)  Includes LANE BRYANT OUTLET stores, with net sales of $106.5 and adjusted EBITDA of $13.4.                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                            |   |
|  (2)  Includes PETITE SOPHISTICATE stores, which began operations in October 2007 and were closed in August 2008, and PETITE SOPHISTICATE OUTLET stores, which began operations in September 2006 and were closed in the fourth quarter of Fiscal 2009.                                                                               |   |

|                                                                                                                                                                                                                                                                                                                                              |   | Direct-to-  |    |   | Corporate |   |    |         |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|--------|-----------|--------|---------|--------------|--------|
| (In millions)                                                                                                                                                                                                                                                                                                                                     |   | Consumer(1) |    |   | And Other |   |    | Consolidated |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |
| Year ended February 2, 2008                                                                                                                                                                                                                                                                                                                       |   |        |    |   |      |   |    |         |   |
| Net sales                                                                          |   | $           | 120.6   |   |      | $      | 1.0     | (2)          |   | $ | 2,722.5 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                   |   |        | (1.1    | )      |      |   | (195.6  | )            |   |   | (4.2 | ) |
| Income tax benefit                                                                 |   |        | – |   |      |   | 11.2    |         |   |   | 11.2 |   |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                                 |   |        | – |   |      |   | 9.3     |         |   |   | 9.3 |   |
| Depreciation and amortization                                                      |   |        | 1.4     |   |      |   | 22.1    |         |   |   | 94.5 |   |
| EBITDA                                                                             |   |        | 0.3     |   |      |   | (153.0  | )            |   |   | 110.8 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
| Restructuring and other charges                                                    |   |        | – |   |      |   | 5.3     |         |   |   | 5.3 |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                              |   |        | – |   |      |   | 27.2    |         |   |   | 27.2 |   |
| Adjusted EBITDA                                                                    |   | $           | 0.3     |   |      | $      | (120.5  | )            |   | $ | 143.3 |   |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                               |   |        | 0.3     | %      |      |   | – | (3)          |   |   | 5.3 | % |
| ____________________                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
|  (1)  Includes FIGI’S, with net sales of $106.1 and adjusted EBITDA of $7.2.                                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (2)  Revenues related to our figure magazine, which was discontinued in the Fiscal 2009 First Quarter.                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (3)  Not meaningful.                                                                                                                                                                                                                                                                                                                   |   |

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Table of Contents

|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   | Other     |   |   | Total  |    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|---------|--------|---------|--------|---------|------------|--------|--------|-----------|--------|--------|--------|---------|
|                                                                                                                                                                                                                                                                                                                                            |   | Lane      |    |   | Fashion |   |    |       |   |   | Retail    |   |   | Retail |    |
| (In millions)                                                                                                                                                                                                                                                                                                                                   |   | Bryant(1) |    |   | Bug     |   |    | Catherines |   |   | Stores(2) |   |   | Stores |    |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Thirteen weeks ended January 30, 2010                                                                                                                                                                                                                                                                                                           |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Net sales                                                                        |   | $         | 226.9   |   |    | $      | 161.2   |       |   | $      | 65.6      |   |   | $      | 3.5     |   |   | $ | 457.2 |   |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                 |   |      | (2.9    | )      |    |   | (21.6   | )          |   |   | (5.2      | )      |   |   | (0.6    | ) |   |   | (30.3 | ) |
| Income tax benefit                                                               |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                               |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Depreciation and amortization                                                    |   |      | 9.6     |   |    |   | 3.6     |       |   |   | 2.0       |   |   |   | 0.0     |   |   |   | 15.2 |   |
| EBITDA                                                                           |   |      | 6.7     |   |    |   | (18.0   | )          |   |   | (3.2      | )      |   |   | (0.6    | ) |   |   | (15.1 | ) |
|                                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Gain on repurchases of 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                          |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Restructuring and other charges                                                                                                                                                                                                                                                                                                            |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                            |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Sale of proprietary credit card receivables programs                                                                                                                                                                                                                                                                                            |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Adjusted EBITDA                                                                  |   | $         | 6.7     |   |    | $      | (18.0   | )          |   | $      | (3.2      | )      |   | $      | (0.6    | ) |   | $ | (15.1 | ) |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                             |   |      | 3.0     | %      |    |   | (11.2   | )%         |   |   | (4.9      | )%     |   |   | (17.1   | )% |   |   | (3.3 | )% |
| ____________________                                                                                                                                                                                                                                                                                                                            |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
|  (1)  Includes LANE BRYANT OUTLET stores, with net sales of $26.7 and adjusted EBITDA of $2.0.                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                            |   |
|  (2)  Includes PETITE SOPHISTICATE stores, which began operations in October 2007 and were closed in August 2008, and PETITE SOPHISTICATE OUTLET stores, which began operations in September 2006 and were closed in the fourth quarter of Fiscal 2009.                                                                               |   |

|                                                                                                                                                                                                                                                                                                                                              |   | Direct-to-  |    |   | Corporate |   |    |         |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|--------|-----------|--------|---------|--------------|--------|
| (In millions)                                                                                                                                                                                                                                                                                                                                     |   | Consumer(1) |    |   | And Other |   |    | Consolidated |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |
| Thirteen weeks ended January 30, 2010                                                                                                                                                                                                                                                                                                             |   |        |    |   |      |   |    |         |   |
| Net sales                                                                          |   | $           | 81.4    |   |      | $      | 0.4     |         |   | $ | 539.0 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                   |   |        | 16.1    |   |      |   | (13.8   | )            |   |   | (28.0 | ) |
| Income tax benefit                                                                 |   |        | – |   |      |   | (23.9   | )            |   |   | (23.9 | ) |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                                 |   |        | – |   |      |   | 4.3     |         |   |   | 4.3 |   |
| Depreciation and amortization                                                      |   |        | 0.3     |   |      |   | 3.3     |         |   |   | 18.8 |   |
| EBITDA                                                                             |   |        | 16.4    |   |      |   | (30.1   | )            |   |   | (28.8 | ) |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
| Gain on repurchases of 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                            |   |        | – |   |      |   | (1.2    | )            |   |   | (1.2 | ) |
| Restructuring and other charges                                                    |   |        | – |   |      |   | 0.5     |         |   |   | 0.5 |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                              |   |        | – |   |      |   | 15.7    |         |   |   | 15.7 |   |
| Sale of proprietary credit card receivables programs                                                                                                                                                                                                                                                                                              |   |        | – |   |      |   | 0.9     |         |   |   | 0.9 |   |
| Adjusted EBITDA                                                                    |   | $           | 16.4    |   |      | $      | (14.2   | )            |   | $ | (12.9 | ) |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                               |   |        | 20.1    | %      |      |   | – | (2)          |   |   | (2.4 | )% |
| ____________________                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
|  (1)  Includes FIGI’S, with net sales of $81.4 and adjusted EBITDA of $15.8.                                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (2)  Not meaningful.                                                                                                                                                                                                                                                                                                                   |   |

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|                                                                                                                                                                                                                                                                                                                                              |   |      |    |   |    |   |    |       |   |   | Other     |   |   | Total  |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|---------|--------|---------|--------|---------|------------|--------|--------|-----------|--------|--------|--------|---------|
|                                                                                                                                                                                                                                                                                                                                              |   | Lane      |    |   | Fashion |   |    |       |   |   | Retail    |   |   | Retail |    |
| (In millions)                                                                                                                                                                                                                                                                                                                                     |   | Bryant(1) |    |   | Bug     |   |    | Catherines |   |   | Stores(2) |   |   | Stores |    |
|                                                                                                                                                                                                                                                                                                                                              |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Thirteen weeks ended January 31, 2009                                                                                                                                                                                                                                                                                                             |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |
| Net sales                                                                          |   | $         | 273.4   |   |    | $      | 186.8   |       |   | $      | 68.3      |   |   | $      | 5.5     |   |   | $ | 534.0 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                   |   |      | 1.6     |   |    |   | (14.3   | )          |   |   | (1.1      | )      |   |   | (1.2    | ) |   |   | (15.0 | ) |
| Income tax benefit                                                                 |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                                 |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Depreciation and amortization                                                      |   |      | 9.9     |   |    |   | 4.7     |       |   |   | 2.1       |   |   |   | 0.0     |   |   |   | 16.7 |   |
| EBITDA                                                                             |   |      | 11.5    |   |    |   | (9.6    | )          |   |   | 1.0       |   |   |   | (1.2    | ) |   |   | 1.7 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
| Restructuring and other charges                                                    |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                              |   |      | – |   |    |   | – |       |   |   | –   |   |   |   | – |   |   |   | – |   |
| Adjusted EBITDA                                                                    |   | $         | 11.5    |   |    | $      | (9.6    | )          |   | $      | 1.0       |   |   | $      | (1.2    | ) |   | $ | 1.7 |   |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                               |   |      | 4.2     | %      |    |   | (5.1    | )%         |   |   | 1.5       | %      |   |   | (21.8   | )% |   |   | 0.3 | % |
| ____________________                                                                                                                                                                                                                                                                                                                              |   |      |    |   |    |   |    |       |   |   |      |   |   |   |    |   |   |   |   |   |
|  (1)  Includes LANE BRYANT OUTLET stores, with net sales of $26.7 and adjusted EBITDA of $1.9.                                                                                                                                                                                                                                          |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (2)  Includes PETITE SOPHISTICATE stores, which began operations in October 2007 and were closed in August 2008, and PETITE SOPHISTICATE OUTLET stores, which began operations in September 2006 and were closed in the fourth quarter of Fiscal 2009.                                                                                 |   |

|                                                                                                                                                                                                                                                                                                                                              |   | Direct-to-  |    |   | Corporate |   |    |         |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|--------|-----------|--------|---------|--------------|--------|
| (In millions)                                                                                                                                                                                                                                                                                                                                     |   | Consumer(1) |    |   | And Other |   |    | Consolidated |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |
| Thirteen weeks ended January 31, 2009                                                                                                                                                                                                                                                                                                             |   |        |    |   |      |   |    |         |   |
| Net sales                                                                          |   | $           | 96.8    |   |      | $      | 1.1     | (2)          |   | $ | 631.9 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                   |   |        | 6.1     |   |      |   | (105.1  | )            |   |   | (114.0 | ) |
| Income tax benefit                                                                 |   |        | – |   |      |   | 1.8     |         |   |   | 1.8 |   |
| Net interest expense/other income                                                                                                                                                                                                                                                                                                                 |   |        | – |   |      |   | 3.6     |         |   |   | 3.6 |   |
| Depreciation and amortization                                                      |   |        | 0.5     |   |      |   | 3.9     |         |   |   | 21.1 |   |
| EBITDA                                                                             |   |        | 6.6     |   |      |   | (95.8   | )            |   |   | (87.5 | ) |
|                                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
| Restructuring and other charges                                                    |   |        | – |   |      |   | 8.2     |         |   |   | 8.2 |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                              |   |        | – |   |      |   | 61.3    |         |   |   | 61.3 |   |
| Adjusted EBITDA                                                                    |   | $           | 6.6     |   |      | $      | (26.3   | )            |   | $ | (18.0 | ) |
| Adjusted EBITDA as a % of net sales                                                                                                                                                                                                                                                                                                               |   |        | 6.8     | %      |      |   | – | (3)          |   |   | (2.8 | )% |
| ____________________                                                                                                                                                                                                                                                                                                                              |   |        |    |   |      |   |    |         |   |   |   |   |
|  (1)  Includes FIGI’S, with net sales of $81.8 and adjusted EBITDA of $15.4.                                                                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (2)  Revenues related to our figure magazine, which was discontinued in the Fiscal 2009 First Quarter.                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                              |   |
|  (3)  Not meaningful.                                                                                                                                                                                                                                                                                                                   |   |

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|                                                                                                                                                                                                                                                                                                                     |   |   |   |   |    |   |   |       |   |   | PETITE       |   |   |   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|---------|--------|--------|------------|--------|--------|--------------|--------|--------|--------|--------|
|                                                                                                                                                                                                                                                                                                                     |   | LANE   |   |   | FASHION |   |   |       |   |   | SOPHISTICATE |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                     |   | BRYANT |   |   | BUG     |   |   | CATHERINES |   |   | OUTLET       |   |   | Total  |   |
|                                                                                                                                                                                                                                                                                                                     |   |   |   |   |    |   |   |       |   |   |         |   |   |   |   |
| Fiscal 2009                                                                                                                                                                                                                                                                                                              |   |   |   |   |    |   |   |       |   |   |         |   |   |   |   |
| Stores at January 31, 2009                                                                                                                                                                                                                                                                                               |   |   | 892    |   |    |   | 897    |       |   |   | 463          |   |   |   | 49     |   |   |   | 2,301 |   |
|                                                                                                                                                                                                                                                                                                                     |   |   |   |   |    |   |   |       |   |   |         |   |   |   |   |   |   |   |   |   |
| Stores opened                                                                                                                                                                                                                                                                                                            |   |   | 7      |   |    |   | 1      |       |   |   | 0            |   |   |   | 0      |   |   |   | 8 |   |
| Stores converted(1)                                                                                                                                                                                                                                                                                                      |   |   | 0      |   |    |   | 0      |       |   |   | 5            |   |   |   | (33    | ) |   |   | (28 | ) |
| Stores closed(2)                                                                                                                                                                                                                                                                                                         |   |   | (39    | )      |    |   | (97    | )          |   |   | (8           | )      |   |   | (16    | ) |   |   | (160 | ) |
| Net change in stores                                                                                                                                                                                                                                                                                                     |   |   | (32    | )      |    |   | (96    | )          |   |   | (3           | )      |   |   | (49    | ) |   |   | (180 | ) |
|                                                                                                                                                                                                                                                                                                                     |   |   |   |   |    |   |   |       |   |   |         |   |   |   |   |   |   |   |   |   |
| Stores at January 30, 2010                                                                                                                                                                                                                                                                                               |   |   | 860    |   |    |   | 801    |       |   |   | 460          |   |   |   | 0      |   |   |   | 2,121 |   |
|                                                                                                                                                                                                                                                                                                                     |   |   |   |   |    |   |   |       |   |   |         |   |   |   |   |   |   |   |   |   |
| Stores relocated during period                                                                                                                                                                                                                                                                                           |   |   | 6      |   |    |   | 1      |       |   |   | 0            |   |   |   | 0      |   |   |   | 7 |   |
|                                                                                                                                                                                                                                                                                                                     |   |   |   |   |    |   |   |       |   |   |         |   |   |   |   |   |   |   |   |   |
| Fiscal 2010                                                                                                                                                                                                                                                                                                              |   |   |   |   |    |   |   |       |   |   |         |   |   |   |   |   |   |   |   |   |
| Planned store openings                                                                                                                                                                                                                                                                                                   |   |   | 6-8    |   |    |   | 0      |       |   |   | 0            |   |   |   | 0      |   |   |   | 6-8 |   |
| Planned store conversions(3)                                                                                                                                                                                                                                                                                             |   |   | 0      |   |    |   | 0      |       |   |   | 28           |   |   |   | 0      |   |   |   | 28 |   |
| Planned store closings(4)                                                                                                                                                                                                                                                                                                |   |   | 35-40  |   |    |   | 50-60  |       |   |   | 15-20        |   |   |   | 0      |   |   |   | 100-120 |   |
| Planned store relocations                                                                                                                                                                                                                                                                                                |   |   | 4-6    |   |    |   | 1-2    |       |   |   | 0            |   |   |   | 0      |   |   |   | 5-8 |   |
| ____________________                                                                                                                                                                                                                                                                                                     |   |
|   (1)  During Fiscal 2009 we decided to close our PETITE SOPHISTICATE OUTLET stores and convert a majority of the locations to CATHERINES stores in outlet locations. We completed the conversion of 5 stores during Fiscal 2009 and completed the remaining 28 conversions during February 2010.         |   |
|                                                                                                                                                                                                                                                                                                                     |   |
| (2)  Includes 22 FASHION BUG and 10 LANE BRYANT stores closed as part of the store closing initiatives announced in February 2008, November 2008 and March 2010.                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                     |   |
| (3)  Includes 28 PETITE SOPHISTICATE OUTLET STORES converted to CATHERINES stores in outlet locations in February 2010 (see Note (1) above). Does not include 25 FASHION BUG test stores to be converted to include merchandise from our LANE BRYANT and CATHERINES brands (see “OVERVIEW” above). |   |
|                                                                                                                                                                                                                                                                                                                     |   |
| (4)    Includes stores to be closed under the new store closing program announced in the Fiscal 2009 Fourth Quarter.                                                                                                                                                                                      |   |

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| ● | $11.1 million for lease termination costs related to the retained leased facilities from the sale of the non-core misses apparel catalog business.  These retained facilities ceased operations by the end of the third quarter of Fiscal 2009.                                                                               |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                    |
| ● | $8.5 million for costs related to our multi-year business transformation initiatives.                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                    |
| ● | $6.8 million for accelerated depreciation related to fixed assets retained from the sale of the non-core misses apparel catalog business and our decision to outsource the development and hosting of our new e-commerce platform.  These fixed assets were fully depreciated by the end of the third quarter of Fiscal 2009. |
|    |                                                                                                                                                                                                                                                                                                                                    |
| ● | $2.1 million for lease termination costs, accelerated depreciation, and other non-cash costs related to the closure of PETITE SOPHISTICATE OUTLET stores, which we completed in the fourth quarter of Fiscal 2009.                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                    |
| ● | $1.9 million for lease termination costs related to the closing of under-performing stores under our various store-closing initiatives.                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                    |
| ● | $1.3 million for retention costs and accelerated depreciation for the closing of the LANE BRYANT WOMAN catalog business, which we completed during the second quarter of Fiscal 2009.                                                                                                                                                   |

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| ● | $13.3 million for severance, retention, and related costs (including $9.4 million of severance costs in connection with the resignation of our former Chief Executive Officer, Dorrit J. Bern, in July 2008). |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                          |
| ● | $10.5 million for lease termination costs, non-cash accelerated depreciation, and severance and retention related to initiatives announced during the fourth quarter of Fiscal 2008.                          |
|    |                                                                                                                                                                                                          |
| ● | $3.4 million for accelerated depreciation and asset write-downs related to fixed assets retained from the sale of the non-core misses apparel catalog business.                                               |
|    |                                                                                                                                                                                                          |
| ● | $3.4 million for costs related to other business transformation initiatives.                                                                                                                                  |
|    |                                                                                                                                                                                                          |
| ● | $2.5 million for severance and non-cash accelerated depreciation for the planned shutdown of the LANE BRYANT WOMAN catalog business.                                                                          |

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| ● | $13.3 million for severance, retention, and related costs (including $9.4 million of severance costs in connection with the resignation of our former Chief Executive Officer, Dorrit J. Bern, in July 2008). |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                          |
| ● | $10.5 million for lease termination costs, non-cash accelerated depreciation, and severance and retention related to initiatives announced during the fourth quarter of Fiscal 2007.                          |
|    |                                                                                                                                                                                                          |
| ● | $3.4 million for accelerated depreciation and asset write-downs related to fixed assets retained from the sale of the non-core misses apparel catalog business.                                               |
|    |                                                                                                                                                                                                          |
| ● | $3.4 million for costs related to other business transformation initiatives.                                                                                                                                  |
|    |                                                                                                                                                                                                          |
| ● | $2.5 million for severance and non-cash accelerated depreciation for the planned shutdown of the LANE BRYANT WOMAN catalog operations.                                                                        |

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| ● | $2.7 million for costs related to transformational initiatives announced during the fourth quarter of Fiscal 2008.                                              |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                            |
| ● | $2.4 million for accelerated depreciation and asset write-downs related to fixed assets retained from the sale of the non-core misses apparel catalog business. |
|    |                                                                                                                                                            |
| ● | $2.0 million for severance, retention, and related costs.                                                                                                       |
|    |                                                                                                                                                            |
| ● | $1.3 million for severance and non-cash accelerated depreciation for the planned shutdown of the LANE BRYANT CATALOG operations.                                |
|    |                                                                                                                                                            |
| ● | A $(0.2) million credit related to a reduction of a lease termination liability.                                                                                |

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|                                  |   | Fiscal |    |   | Fiscal |   |    | Fiscal |   |
|---------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
| (Dollars in thousands)                |   | 2009   |    |   | 2008   |   |    | 2007   |   |
|                                  |   |   |    |   |   |   |    |   |   |
| Cash and cash equivalents             |   | $      | 186,580 |   |   | $      | 93,759  |   |   | $ | 60,978 |   |
| Available-for-sale securities         |   |   | 200     |   |   |   | 6,398   |   |   |   | 13,364 |   |
| Cash provided by operating activities |   |   | 114,211 |   |   |   | 49,566  |   |   |   | 159,845 |   |
| Working capital                       |   |   | 335,595 |   |   |   | 382,024 |   |   |   | 495,096 |   |
| Current ratio                         |   |   | 2.2     |   |   |   | 2.4     |   |   |   | 2.4 |   |
| Long-term debt to equity ratio        |   |   | 36.9    | %      |   |   | 43.3    | %      |   |   | 27.4 | % |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Payments Due by Period |    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                   |    |   |   |   |   | One to |   |   | Three |   |   | More |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                   |    |   | Less Than |   |   | Three |   |   | To Five |   |   | than Five |   |
| (In millions)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Total                  |    |   | One Year |   |   | Years |   |   | Years |   |   | Years |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                   |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Long-term debt, including current portion(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $                      | 222.4   |   |   | $ | 6.3 |   |   | $ | 15.7 |   |   | $ | 200.4 |   |   | $ | 0.0 |   |
| Capital leases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                   | 11.1    |   |   |   | 3.5 |   |   |   | 6.3 |   |   |   | 1.3 |   |   |   | 0.0 |   |
| Operating leases(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                   | 796.0   |   |   |   | 209.0 |   |   |   | 294.9 |   |   |   | 159.8 |   |   |   | 132.3 |   |
| Revolving credit facility(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                   | 0.0     |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Letters of credit(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                   | 0.1     |   |   |   | 0.1 |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Stand-by letters of credit(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                   | 18.1    |   |   |   | 18.1 |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Long-term deferred compensation(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                   | 1.0     |   |   |   | 0.4 |   |   |   | 0.4 |   |   |   | 0.0 |   |   |   | 0.2 |   |
| Unrecognized tax benefits(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                   | 0.7     |   |   |   | 0.7 |   |   |   | – |   |   |   | – |   |   |   | – |   |
| Split-dollar life insurance premiums(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                   | 18.4    |   |   |   | 1.5 |   |   |   | 2.9 |   |   |   | 2.7 |   |   |   | 11.3 |   |
| Purchase commitments(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                   | 354.3   |   |   |   | 354.3 |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | $                      | 1,422.1 |   |   | $ | 593.9 |   |   | $ | 320.2 |   |   | $ | 364.2 |   |   | $ | 143.8 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  (1)  Amounts represent the expected cash payments (including interest) on our long-term debt (including our convertible debt through maturity and excluding capital leases) and do not include any fair value adjustments, bond premiums, discounts, or revolving credit facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|  (2)  Commitments under operating leases include $0.6 million payable under the LANE BRYANT master sublease with Limited Brands, Inc., which we have guaranteed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|  (3)  We currently have a $225 million revolving credit facility that expires on July 31, 2012, which provides for cash borrowings and the ability to issue up to $100 million of letters of credit. As of January 30, 2010, there were no borrowings outstanding under this facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|  (4)  Includes our non-qualified deferred compensation plan and supplemental retirement plan. We have estimated the projected payment obligations for participant planned in-service distributions of the deferred compensation plan liability as of January 30, 2010. The above estimate excludes $14.2 million of benefit distribution obligations because the value of the obligations and the timing of payments may vary annually due to changes in the fair value of the plan assets and/or assumptions for participant retirement/termination. We terminated our supplemental retirement plan as of December 31, 2008. Effective December 31, 2008 we ceased making retirement credits to the plan, the interest rate to be credited on participants’ accounts was reduced, and participants’ accounts became fully vested. Participants could elect to receive a distribution of their accounts according to a fixed distribution schedule, which extended over one to three years based on the account balance. The interest rate reduction, distribution elections, and accelerated vesting only applied to participants who were then-currently active employees. |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|  (5)  In accordance with ASC 740 (see “CRITICAL ACCOUNTING POLICIES; Income Taxes” above) we have recorded liabilities for unrecognized tax benefits of $29.8 million and accrued interest and penalties of $18.1 million as of January 30, 2010. These liabilities are included in “Other long-term liabilities” on our consolidated balance sheet. With the exception of $0.7 million of unrecognized tax benefits that are reasonably possible of being recognized within 12 months, we have excluded these liabilities from this table because we cannot make reasonably reliable estimates of the amounts and/or periods that we expect to pay or settle these liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|  (6)  Amounts represent insurance premiums related to split-dollar life insurance agreements with former executive employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|  (7)  Purchase commitments include agreements to purchase goods or services in the ordinary course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | Year Ended  |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In millions)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | 2010(1)     |   |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        |   |   |   |   |   |   |   |
| Net securitization excess spread revenues                                                                                    |   | $           | 63.7   |   |   | $ | 98.5 |   |   | $ | 79.0 |   |
| Net changes to the I/O strip and servicing liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |        | 2.5    |   |   |   | (4.0 | ) |   |   | 6.4 |   |
| Other credit card revenues, net(2)                                                                                           |   |        | 8.8    |   |   |   | 12.3 |   |   |   | 11.2 |   |
| Total proprietary credit card revenues                                                                                       |   |        | 75.0   |   |   |   | 106.8 |   |   |   | 96.6 |   |
| Less total credit card program expenses                                                                                      |   |        | 42.3   |   |   |   | 68.3 |   |   |   | 58.5 |   |
| Total credit contribution                                                                                                    |   | $           | 32.7   |   |   | $ | 38.5 |   |   | $ | 38.1 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        |   |   |   |   |   |   |   |   |   |   |
| (1)  Through October 30, 2009 (the date of sale of the proprietary credit card receivables programs).                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| (2)  Excludes inter-company merchant fees between our credit entities and our retail entities.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |

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|   | /S/ ERNST & YOUNG LLP |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | January 30, |      |   | January 31, |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|-----------|--------|-------------|--------|
| (In thousands, except share amounts)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 2010        |      |   | 2009        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |      |   |        |   |
| ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |        |      |   |        |   |
| Current assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |        |      |   |        |   |
| Cash and cash equivalents                                                                                                                                       |   | $           | 186,580   |   |        | $      | 93,759 |   |
| Available-for-sale securities                                                                                                                                   |   |        | 200       |   |        |   | 6,398 |   |
| Accounts receivable, net of allowances of $5,345 and $6,018                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        | 33,647    |   |        |   | 33,300 |   |
| Investment in asset-backed securities                                                                                                                           |   |        | 0         |   |        |   | 94,453 |   |
| Merchandise inventories                                                                                                                                         |   |        | 267,525   |   |        |   | 268,142 |   |
| Deferred taxes                                                                                                                                                  |   |        | 5,897     |   |        |   | 3,439 |   |
| Prepayments and other                                                                                                                                           |   |        | 128,053   |   |        |   | 155,430 |   |
| Total current assets                                                                                                                                                                          |   |        | 621,902   |   |        |   | 654,921 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |      |   |        |   |   |   |
| Property, equipment, and leasehold improvements – at cost                                                                                                 |   |        | 1,026,815 |   |        |   | 1,076,972 |   |
| Less accumulated depreciation and amortization                                                                                                                  |   |        | 721,732   |   |        |   | 693,796 |   |
| Net property, equipment, and leasehold improvements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        | 305,083   |   |        |   | 383,176 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |      |   |        |   |   |   |
| Trademarks and other intangible assets                                                                                                                          |   |        | 187,132   |   |        |   | 187,365 |   |
| Goodwill                                                                                                                                                        |   |        | 23,436    |   |        |   | 23,436 |   |
| Other assets                                                                                                                                                    |   |        | 24,104    |   |        |   | 28,243 |   |
| Total assets                                                                                                                                                    |   | $           | 1,161,657 |   |        | $      | 1,277,141 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |      |   |        |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |        |      |   |        |   |   |   |
| Current liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        |      |   |        |   |   |   |
| Accounts payable                                                                                                                                                |   | $           | 126,867   |   |        | $      | 99,520 |   |
| Accrued expenses                                                                                                                                                |   |        | 153,175   |   |        |   | 166,631 |   |
| Current portion – long-term debt                                                                                                                          |   |        | 6,265     |   |        |   | 6,746 |   |
| Total current liabilities                                                                                                                                                                     |   |        | 286,307   |   |        |   | 272,897 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |      |   |        |   |   |   |
| Deferred taxes                                                                                                                                                  |   |        | 52,683    |   |        |   | 46,197 |   |
| Other non-current liabilities                                                                                                                                   |   |        | 186,175   |   |        |   | 188,470 |   |
| Long-term debt, net of debt discount of $42,105 and $72,913                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        | 171,558   |   |        |   | 232,722 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |      |   |        |   |   |   |
| Stockholders’ equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |        |      |   |        |   |   |   |
| Common stock $.10 par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        |      |   |        |   |   |   |
| Authorized – 300,000,000 shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |        |      |   |        |   |   |   |
| Issued –154,234,657 shares and 153,482,368 shares                                                                                                                                       |   |        | 15,423    |   |        |   | 15,348 |   |
| Additional paid-in capital                                                                                                                                      |   |        | 505,033   |   |        |   | 498,551 |   |
| Treasury stock at cost – 38,571,746 shares and 38,482,213 shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |        | (348,241  | )      |        |   | (347,730 | ) |
| Accumulated other comprehensive income                                                                                                                          |   |        | 0         |   |        |   | 5 |   |
| Retained earnings                                                                                                                                               |   |        | 292,719   |   |        |   | 370,681 |   |
| Total stockholders’ equity                                                                                                                                                              |   |        | 464,934   |   |        |   | 536,855 |   |
| Total liabilities and stockholders’ equity                                                                                                                |   | $           | 1,161,657 |   |        | $      | 1,277,141 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |      |   |        |   |   |   |
| See Notes to Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Year Ended  |      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|-----------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | January 30, |      |   | January 31, |   |   | February 2, |   |
| (In thousands, except per share amounts)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 2010        |      |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |
| Net sales                                                                                                                      |   | $           | 2,064,602 |   |   | $ | 2,474,898 |   |   | $ | 2,722,462 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Cost of goods sold                                                                                                             |   |        | 1,040,985 |   |   |   | 1,327,387 |   |   |   | 1,420,159 |   |
| Gross profit                                                                                                                   |   |        | 1,023,617 |   |   |   | 1,147,511 |   |   |   | 1,302,303 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Occupancy and buying expenses                                                                                                  |   |        | 390,225   |   |   |   | 427,841 |   |   |   | 441,580 |   |
| Selling, general, and administrative expenses                                                                                  |   |        | 582,941   |   |   |   | 690,095 |   |   |   | 717,393 |   |
| Depreciation and amortization                                                                                                  |   |        | 76,302    |   |   |   | 93,741 |   |   |   | 94,470 |   |
| Sale of proprietary credit card receivables programs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        | 14,237    |   |   |   | 0 |   |   |   | 0 |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        | 15,741    |   |   |   | 81,498 |   |   |   | 27,197 |   |
| Restructuring and other charges                                                                                                |   |        | 31,719    |   |   |   | 33,145 |   |   |   | 5,332 |   |
| Total operating expenses                                                                                                       |   |        | 1,111,165 |   |   |   | 1,326,320 |   |   |   | 1,285,972 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Income/(loss) from operations                                                                                                  |   |        | (87,548   | ) |   |   | (178,809 | ) |   |   | 16,331 |   |
| Other income                                                                                                                   |   |        | 834       |   |   |   | 4,430 |   |   |   | 8,793 |   |
| Gain on repurchases of 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |        | 13,979    |   |   |   | 0 |   |   |   | 0 |   |
| Interest expense                                                                                                               |   |        | (18,799   | ) |   |   | (19,460 | ) |   |   | (18,049 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
|  Income/(loss) from continuing operations before income taxes and extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |        | (91,534   | ) |   |   | (193,839 | ) |   |   | 7,075 |   |
| Income tax provision/(benefit)                                                                                                 |   |        | (13,572   | ) |   |   | (13,488 | ) |   |   | 11,238 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Loss from continuing operations before extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |        | (77,962   | ) |   |   | (180,351 | ) |   |   | (4,163 | ) |
|  Loss from discontinued operations, net of income tax provision/(benefit) of ($10,241) in 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |        | 0         |   |   |   | (74,922 | ) |   |   | (85,039 | ) |
| Extraordinary item, net of income tax provision of $582                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        | 0         |   |   |   | 0 |   |   |   | 912 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Net loss                                                                                                                       |   |        | (77,962   | ) |   |   | (255,273 | ) |   |   | (88,290 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Other comprehensive income/(loss), net of tax:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |        |      |   |   |   |   |   |   |   |   |   |
|  Unrealized gains/(losses) on available-for-sale securities, net of income tax provision/(benefit) of $(10) in 2008 and $14 in 2007                                                                                                                                                                                                                                                                                                                                                                                                            |   |        | (5        | ) |   |   | (17 | ) |   |   | 21 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Comprehensive loss                                                                                                             |   | $           | (77,967   | ) |   | $ | (255,290 | ) |   | $ | (88,269 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Basic net loss per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |        |      |   |   |   |   |   |   |   |   |   |
| Loss from continuing operations before extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $           | (0.67     | ) |   | $ | (1.57 | ) |   | $ | (0.03 | ) |
| Loss from discontinued operations, net of income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |        | 0.00      |   |   |   | (0.65 | ) |   |   | (0.70 | ) |
| Extraordinary item, net of income taxes                                                                                        |   |        | 0.00      |   |   |   | 0.00 |   |   |   | 0.01 |   |
| Net loss per share(1)                                                                                                          |   | $           | (0.67     | ) |   | $ | (2.23 | ) |   | $ | (0.73 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| Diluted net loss per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |        |      |   |   |   |   |   |   |   |   |   |
| Loss from continuing operations before extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $           | (0.67     | ) |   | $ | (1.57 | ) |   | $ | (0.03 | ) |
| Loss from discontinued operations, net of income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |        | 0.00      |   |   |   | (0.65 | ) |   |   | (0.70 | ) |
| Extraordinary item, net of income taxes                                                                                        |   |        | 0.00      |   |   |   | 0.00 |   |   |   | 0.01 |   |
| Net loss per share(1)                                                                                                          |   | $           | (0.67     | ) |   | $ | (2.23 | ) |   | $ | (0.73 | ) |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |      |   |   |   |   |   |   |   |   |   |
| (1) Results may not add due to rounding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| See Notes to Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |

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|                                                                                                  |   |         |        |   | Additional |   |   |           |   |
|-------------------------------------------------------------------------------------------------------|--------|--------------|-------------|--------|------------|--------|--------|----------------|--------|
|                                                                                                  |   | Common Stock |        |   | Paid-in    |   |   | Treasury Stock |   |
| (Dollars in thousands)                                                                                |   | Shares       |        |   | Amount     |   |   | Capital        |   |   | Shares |   |   | Amount |   |
|                                                                                                  |   |         |        |   |       |   |   |           |   |   |   |   |   |   |   |
|   Balance, February 3, 2007                                                                      |   |         | 135,762,531 |   |       | $      | 13,576 |           |   | $ | 285,159 |   |   |   | (12,265,993 | ) |   | $ | (84,136 | ) |
|   Issued to employees, net                                                                  |   |         | 462,724     |   |       |   | 46     |           |   |   | 163 |   |   |   |   |   |   |   |   |   |
|   Exercise of stock options                                                                      |   |         | 304,120     |   |       |   | 30     |           |   |   | 1,412 |   |   |   |   |   |   |   |   |   |
|   Withheld for payment of employee payroll taxes due on shares issued under employee stock plans |   |         | (105,081    | )      |       |   | (10    | )              |   |   | (1,183 | ) |   |   |   |   |   |   |   |   |
|   Issued for redemption of convertible notes                                                     |   |         | 15,145,556  |   |       |   | 1,515  |           |   |   | 148,049 |   |   |   |   |   |   |   |   |   |
|   Sale of common stock warrants                                                                  |   |         |        |   |       |   |   |           |   |   | 53,955 |   |   |   |   |   |   |   |   |   |
|   Purchase of common stock call options                                                          |   |         |        |   |       |   |   |           |   |   | (90,475 | ) |   |   |   |   |   |   |   |   |
|   Equity component of 1.125%  Senior Convertible Notes                                 |   |         |        |   |       |   |   |           |   |   | 91,715 |   |   |   |   |   |   |   |   |   |
|   Net tax effect related to equity component of 1.125% Senior Convertible Notes                  |   |         |        |   |       |   |   |           |   |   | 482 |   |   |   |   |   |   |   |   |   |
|                                                                                                  |   |         |        |   |       |   |   |           |   |   |   |   |   |   |   |   |   |   |   |   |
|   Issuance costs related to equity component of 1.125% Senior Convertible Notes                  |   |         |        |   |       |   |   |           |   |   | (2,564 | ) |   |   |   |   |   |   |   |   |
|   Stock-based compensation expense                                                               |   |         |        |   |       |   |   |           |   |   | 7,101 |   |   |   |   |   |   |   |   |   |
|   Tax benefit – employee stock programs                                                    |   |         |        |   |       |   |   |           |   |   | 613 |   |   |   |   |   |   |   |   |   |
|   Purchases of treasury stock                                                                    |   |         |        |   |       |   |   |           |   |   |   |   |   |   | (24,211,253 | ) |   |   | (252,625 | ) |
|   Balance, February 2, 2008                                                                      |   |         | 151,569,850 |   |       |   | 15,157 |           |   |   | 494,427 |   |   |   | (36,477,246 | ) |   |   | (336,761 | ) |
|   Issued to employees, net                                                                       |   |         | 2,035,360   |   |       |   | 204    |           |   |   | 484 |   |   |   |   |   |   |   |   |   |
|   Exercise of stock options                                                                      |   |         | 232,898     |   |       |   | 23     |           |   |   | 911 |   |   |   |   |   |   |   |   |   |
|   Withheld for payment of employee payroll taxes due on shares issued under employee stock plans |   |         | (355,740    | )      |       |   | (36    | )              |   |   | (1,420 | ) |   |   |   |   |   |   |   |   |
|   Stock-based compensation expense                                                               |   |         |        |   |       |   |   |           |   |   | 5,576 |   |   |   |   |   |   |   |   |   |
|   Write-down of deferred taxes – employee stock programs                                   |   |         |        |   |       |   |   |           |   |   | (1,427 | ) |   |   |   |   |   |   |   |   |
|   Purchases of treasury stock                                                                    |   |         |        |   |       |   |   |           |   |   |   |   |   |   | (2,004,967 | ) |   |   | (10,969 | ) |
|   Balance, January 31, 2009                                                                      |   |         | 153,482,368 |   |       |   | 15,348 |           |   |   | 498,551 |   |   |   | (38,482,213 | ) |   |   | (347,730 | ) |
|   Issued to employees, net                                                                       |   |         | 841,703     |   |       |   | 84     |           |   |   | 576 |   |   |   |   |   |   |   |   |   |
|   Exercise of stock options                                                                      |   |         | 20,482      |   |       |   | 2      |           |   |   | 43 |   |   |   |   |   |   |   |   |   |
|   Withheld for payment of employee payroll taxes due on shares issued under employee stock plans |   |         | (109,896    | )      |       |   | (11    | )              |   |   | (210 | ) |   |   |   |   |   |   |   |   |
|   Stock-based compensation expense                                                               |   |         |        |   |       |   |   |           |   |   | 6,844 |   |   |   |   |   |   |   |   |   |
|   Net settlements of hedges on convertible notes                                                 |   |         |        |   |       |   |   |           |   |   | 485 |   |   |   | (89,533 | ) |   |   | (511 | ) |
|   Equity component of repurchases of 1.125% Senior Convertible Notes                             |   |         |        |   |       |   |   |           |   |   | (1,256 | ) |   | _________ |   |   | ________ |   |
|   Balance, January 30, 2010                                                                      |   |         | 154,234,657 |   |       | $      | 15,423 |           |   | $ | 505,033 |   |   |   | (38,571,746 | ) |   | $ | (348,241 | ) |
|                                                                                                  |   |         |        |   |       |   |   |           |   |   |   |   |   |   |   |   |   |   |   |   |

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|                                                                 |   | Accumulated   |   |   |     |   |
|----------------------------------------------------------------------|--------|---------------|--------|--------|----------|--------|
|                                                                 |   | Other         |   |   |     |   |
|                                                                 |   | Comprehensive |   |   | Retained |   |
|                                                                 |   | Income        |   |   | Earnings |   |
|                                                                 |   |          |   |   |     |   |
|   Balance, February 3, 2007                                     |   | $             | 1      |   |     | $      | 732,938 |   |
|   Cumulative effect of adoption of ASC 740-10 (FIN No. 48)      |   |          |   |   |     |   | (4,998 | ) |
|   Unrealized gains, net of income taxes of $(14)                |   |          | 21     |   |     |   |   |   |
|   Net loss                                                      |   |          |   |   |     |   | (88,290 | ) |
|   Balance, February 2, 2008                                     |   |          | 22     |   |     |   | 639,650 |   |
|   Cumulative effect of adoption of ASC 715-60 (EITF Issue 06-4) |   |          |   |   |     |   | (13,696 | ) |
|   Unrealized losses, net of income taxes of $10                 |   |          | (17    | )      |     |   |   |   |
|   Net loss                                                      |   |          |   |   |     |   | (255,273 | ) |
|   Balance, January 31, 2009                                     |   |          | 5      |   |     |   | 370,681 |   |
|   Unrealized losses                                             |   |          | (5     | )      |     |   |   |   |
|   Net loss                                                      |   |          |   |   |     |   | (77,962 | ) |
|   Balance, January 30, 2010                                     |   | $             | 0      |   |     | $      | 292,719 |   |
|                                                                 |   |          |   |   |     |   |   |   |
| See Notes to Consolidated Financial Statements.                      |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Year Ended  |    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |    |   |   |   |   |   |   |
| Operating activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |    |   |   |   |   |   |   |
| Net loss                                                                                                                         |   | $           | (77,962 | ) |   | $ | (255,273 | ) |   | $ | (88,290 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |        |    |   |   |   |   |   |   |   |   |   |
| Depreciation and amortization                                                                                                                             |   |        | 77,922  |   |   |   | 94,852 |   |   |   | 96,976 |   |
| Stock-based compensation                                                                                                                                  |   |        | 6,844   |   |   |   | 5,576 |   |   |   | 7,101 |   |
| Sale of proprietary credit card receivables programs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        | 14,237  |   |   |   | 0 |   |   |   | 0 |   |
| Accretion of discount on 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |        | 9,885   |   |   |   | 11,032 |   |   |   | 7,770 |   |
| Deferred income taxes                                                                                                                                     |   |        | 4,031   |   |   |   | 14,116 |   |   |   | (7,553 | ) |
| Gain on repurchases of 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        | (13,979 | ) |   |   | 0 |   |   |   | 0 |   |
| Write-down of capital assets                                                                                                                              |   |        | 8,624   |   |   |   | 6,105 |   |   |   | 11,325 |   |
| Net loss/(gain) from disposition of capital assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        | (380    | ) |   |   | (559 | ) |   |   | 2,147 |   |
| Net loss/(gain) from securitization activities                                                                                                            |   |        | (2,465  | ) |   |   | 3,969 |   |   |   | (6,445 | ) |
| Loss on disposition of discontinued operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        | 0       |   |   |   | 46,736 |   |   |   | 0 |   |
| Impairment of store assets, goodwill, and trademarks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        | 15,741  |   |   |   | 81,498 |   |   |   | 98,219 |   |
| Write-down of deferred taxes related to stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |        | 0       |   |   |   | (1,427 | ) |   |   | 0 |   |
| Excess tax benefits related to stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        | 0       |   |   |   | 0 |   |   |   | (613 | ) |
| Extraordinary item, net of income taxes                                                                                                                   |   |        | 0       |   |   |   | 0 |   |   |   | (912 | ) |
| Changes in operating assets and liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |        |    |   |   |   |   |   |   |   |   |   |
| Accounts receivable, net                                                                                                                                                                |   |        | (347    | ) |   |   | 235 |   |   |   | (169 | ) |
| Merchandise inventories                                                                                                                                                                 |   |        | 617     |   |   |   | 72,530 |   |   |   | 37,906 |   |
| Accounts payable                                                                                                                                                                        |   |        | 27,347  |   |   |   | (34,733 | ) |   |   | (38,076 | ) |
| Prepayments and other                                                                                                                                                                   |   |        | (10,577 | ) |   |   | 13,655 |   |   |   | (514 | ) |
| Accrued expenses and other                                                                                                                                                              |   |        | (30,724 | ) |   |   | (21,201 | ) |   |   | 40,973 |   |
| Proceeds from sale of retained interests in proprietary credit card receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |        | 85,397  |   |   |   | 0 |   |   |   | 0 |   |
| Proceeds from sale of Crosstown Traders credit card receivables portfolio                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |        | 0       |   |   |   | 12,455 |   |   |   | 0 |   |
| Purchase of Lane Bryant credit card receivables portfolio                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |        | 0       |   |   |   | 0 |   |   |   | (230,975 | ) |
| Securitization of Lane Bryant credit card receivables portfolio                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |        | 0       |   |   |   | 0 |   |   |   | 230,975 |   |
| Net cash provided by operating activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |        | 114,211 |   |   |   | 49,566 |   |   |   | 159,845 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |    |   |   |   |   |   |   |   |   |   |
| Investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |    |   |   |   |   |   |   |   |   |   |
| Investment in capital assets                                                                                                     |   |        | (22,650 | ) |   |   | (55,800 | ) |   |   | (137,709 | ) |
| Proceeds from sale of certificates related to proprietary credit card receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |        | 51,250  |   |   |   | 0 |   |   |   | 0 |   |
| Proceeds from sales of capital assets                                                                                            |   |        | 3,178   |   |   |   | 4,813 |   |   |   | 0 |   |
| Gross purchases of securities                                                                                                    |   |        | (2,448  | ) |   |   | (3,143 | ) |   |   | (84,665 | ) |
| Proceeds from sales of securities                                                                                                |   |        | 8,788   |   |   |   | 10,367 |   |   |   | 22,335 |   |
| Net proceeds from sale of discontinued operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        | 0       |   |   |   | 34,440 |   |   |   | 0 |   |
| Proceeds from eminent domain settlement, net of taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |        | 0       |   |   |   | 0 |   |   |   | 912 |   |
| Decrease/(increase) in other assets                                                                                              |   |        | 5,063   |   |   |   | 11,099 |   |   |   | (11,502 | ) |
| Net cash provided/(used) by investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |        | 43,181  |   |   |   | 1,776 |   |   |   | (210,629 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |    |   |   |   |   |   |   |   |   |   |
| Financing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |    |   |   |   |   |   |   |   |   |   |
| Repurchases of 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        | (50,633 | ) |   |   | 0 |   |   |   | 0 |   |
| Repayments of long-term borrowings                                                                                               |   |        | (7,088  | ) |   |   | (8,682 | ) |   |   | (11,814 | ) |
| Proceeds from long-term borrowings                                                                                               |   |        | 0       |   |   |   | 108 |   |   |   | 1,316 |   |
| Payments of deferred financing costs                                                                                             |   |        | (7,308  | ) |   |   | (48 | ) |   |   | (7,640 | ) |
| Net payments for settlements of hedges on convertible notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        | (26     | ) |   |   | 0 |   |   |   | 0 |   |
| Proceeds from issuance of senior convertible notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |        | 0       |   |   |   | 0 |   |   |   | 275,000 |   |
| Excess tax benefits related to stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        | 0       |   |   |   | 0 |   |   |   | 613 |   |
| Purchase of hedges on senior convertible notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        | 0       |   |   |   | 0 |   |   |   | (90,475 | ) |
| Sale of common stock warrants                                                                                                    |   |        | 0       |   |   |   | 0 |   |   |   | 53,955 |   |
| Purchases of treasury stock                                                                                                      |   |        | 0       |   |   |   | (10,969 | ) |   |   | (252,625 | ) |
| Net proceeds from shares issued under employee stock plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |        | 484     |   |   |   | 166 |   |   |   | 458 |   |
| Net cash used by financing activities                                                                                            |   |        | (64,571 | ) |   |   | (19,425 | ) |   |   | (31,212 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |    |   |   |   |   |   |   |   |   |   |
| Increase/(decrease) in cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |        | 92,821  |   |   |   | 31,917 |   |   |   | (81,996 | ) |
| Cash and cash equivalents, beginning of year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |        | 93,759  |   |   |   | 61,842 |   |   |   | 143,838 |   |
| Cash and cash equivalents, end of year                                                                                           |   | $           | 186,580 |   |   | $ | 93,759 |   |   | $ | 61,842 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |    |   |   |   |   |   |   |   |   |   |
| (Continued on next page)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Year Ended  |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |   |   |   |   |   |   |   |
| Non-cash financing and investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        |   |   |   |   |   |   |   |
| Common stock issued on conversion of debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | $           | 0      |   |   | $ | 0 |   |   | $ | 149,564 |   |
| Assets acquired through capital leases                                                                                           |   | $           | 0      |   |   | $ | 5,959 |   |   | $ | 8,047 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |        |   |   |   |   |   |   |   |   |   |   |
| See Notes to Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |

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NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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|                                                       |   | January 30, |   |   | January 31, |   |
|------------------------------------------------------------|--------|-------------|--------|--------|-------------|--------|
| (In thousands)                                             |   | 2010        |   |   | 2009        |   |
|                                                       |   |        |   |   |        |   |
| Deferred cash received from vendors, included in inventory |   | $           | 6,209  |   |        | $      | 6,409 |   |

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|                                 |   | Year Ended  |   |
|--------------------------------------|--------|-------------|--------|
|                                 |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                       |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                 |   |        |   |   |   |   |   |   |   |
| Advertising costs charged to expense |   | $           | 66,533 |   |   | $ | 87,139 |   |   | $ | 97,237 |   |

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|                                                                                                                                                        |   | January 30, |   |   | January 31, |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|--------|-------------|--------|
| (In thousands)                                                                                                                                              |   | 2010        |   |   | 2009        |   |
|                                                                                                                                                        |   |        |   |   |        |   |
| Net cash surrender value of split-dollar life insurance agreements(1)                                                                                       |   | $           | 35,976 |   |        | $      | 33,992 |   |
| Liability for benefits payable under split-dollar life insurance agreements(2)                                                                              |   |        | 12,356 |   |        |   | 13,619 |   |
|                                                                                                                                                        |   |        |   |   |        |   |   |   |
|  (1)  Included in “Prepayments and other” in the accompanying consolidated balance sheets.                                            |   |
|                                                                                                                                                        |   |
|  (2)  Included in “Accrued expenses” and “Other non-current liabilities” in the accompanying consolidated balance sheets. |   |

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|                                                                                                                                                                                                                                                                                                 |   | Year Ended  |    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                 |   | January 31, |    |   | February 2, |   |
| (In thousands)                                                                                                                                                                                                                                                                                       |   | 2009(1)     |    |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                 |   |        |    |   |   |   |
| Net sales                                                                                                                                                                                                                                                                                            |   | $           | 155,811 |   |   | $ | 287,491 |   |
|                                                                                                                                                                                                                                                                                                 |   |        |    |   |   |   |   |   |
| Loss from discontinued operations                                                                                                                                                                                                                                                                    |   | $           | (74,922 | )(2) |   | $ | (95,280 | )(4) |
| Income tax benefit                                                                                                                                                                                                                                                                                   |   |        | 0       | (3) |   |   | (10,241 | ) |
| Loss from discontinued operations, net of income tax benefit                                                                                                                                                                                                                                         |   | $           | (74,922 | ) |   | $ | (85,039 | ) |
|                                                                                                                                                                                                                                                                                                 |   |
| (1)  Through September 18, 2008 (the date of sale).                                                                                                                                                                                                                                             |   |
|                                                                                                                                                                                                                                                                                                 |   |
| (2)  Includes $28,186,000 of losses from operations and a $46,736,000 loss on disposition.                                                                                                                                                                                                      |   |
|                                                                                                                                                                                                                                                                                                 |   |
| (3)  During Fiscal 2008 we established a valuation allowance against our deferred tax assets (see “NOTE 7. INCOME TAXES” below). As a result of the valuation allowance we did not recognize an income tax benefit for the Fiscal 2008 loss from discontinued operations. |   |
|                                                                                                                                                                                                                                                                                                 |   |
| (4)  Includes impairment of goodwill and trademarks of $80,047 and losses from operations of $15,233.                                                                                                                                                                                           |   |

|                |   |   |   |   | Estimated  |   |
|---------------------|--------|--------|--------|--------|------------|--------|
| (In thousands)      |   | Cost   |   |   | Fair Value |   |
|                |   |   |   |   |       |   |
| January 30, 2010    |   |   |   |   |       |   |
| Other               |   | $      | 200    |   |       | $      | 200 |   |
|                |   |   |   |   |       |   |   |   |
| January 31, 2009    |   |   |   |   |       |   |   |   |
| U.S. Treasury Bills |   | $      | 5,990  |   |       | $      | 5,998 |   |
| Other               |   |   | 400    |   |       |   | 400 |   |
|                |   | $      | 6,390  |   |       | $      | 6,398 |   |

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|                            |   | January 30, |   |   | January 31, |   |
|---------------------------------|--------|-------------|--------|--------|-------------|--------|
| (In thousands)                  |   | 2010        |   |   | 2009        |   |
|                            |   |        |   |   |        |   |
| Due from customers              |   | $           | 38,992 |   |        | $      | 39,318 |   |
| Allowance for doubtful accounts |   |        | (5,345 | )      |        |   | (6,018 | ) |
| Net accounts receivable         |   | $           | 33,647 |   |        | $      | 33,300 |   |

|                                           |   | Year Ended  |   |
|------------------------------------------------|--------|-------------|--------|
|                                           |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                                 |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                           |   |        |   |   |   |   |   |   |   |
| Beginning balance                              |   | $           | (6,018 | ) |   | $ | (6,262 | ) |   | $ | (5,083 | ) |
| Provision for doubtful accounts                |   |        | (4,985 | ) |   |   | (6,145 | ) |   |   | (6,327 | ) |
| Collections of accounts previously written off |   |        | (659   | ) |   |   | (833 | ) |   |   | (994 | ) |
| Accounts written off                           |   |        | 6,317  |   |   |   | 7,222 |   |   |   | 6,142 |   |
| Ending balance                                 |   | $           | (5,345 | ) |   | $ | (6,018 | ) |   | $ | (6,262 | ) |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Lives         |   |   | January 30, |    |      | January 31, |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|--------|-------------|---------|-----------|-------------|--------|
| (Dollars in thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | (Years)       |   |   | 2010        |    |      | 2009        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |          |   |   |        |    |      |        |   |
| Land                                                                                                                            |   |          |   |   | $           | 5,329   |      |        | $      | 5,329 |   |
| Buildings and improvements                                                                                                      |   | 10 to 40      |   |   |        | 71,671  |      |        |   | 72,532 |   |
| Store fixtures                                                                                                                  |   | 5 to 10       |   |   |        | 169,472 |      |        |   | 175,799 |   |
| Equipment                                                                                                                       |   | 3 to 10       |   |   |        | 252,649 |      |        |   | 279,113 |   |
| Equipment acquired under capital leases                                                                                         |   |   7      |   |   |        | 49,122  |      |        |   | 60,928 |   |
| Leasehold improvements                                                                                                          |   |  10(1)   |   |   |        | 474,541 |      |        |   | 483,016 |   |
| Construction in progress                                                                                                        |   |  – |   |   |        | 4,031   |      |        |   | 255 |   |
| Total at cost                                                                                                                   |   |          |   |   |        |    | 1,026,815 |        |   |   | 1,076,972 |   |
| Less:    Accumulated depreciation and amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |          |   |   |        |    | 685,915   |        |   |   | 654,421 |   |
| Accumulated amortization of capital lease assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |          |   |   |        |    | 35,817    |        |   |   | 39,375 |   |
| Total accumulated depreciation and amortization                                                                                 |   |          |   |   |        |    | 721,732   |        |   |   | 693,796 |   |
| Net property, equipment, and leasehold improvements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |          |   |   |        | $       | 305,083   |        |   | $ | 383,176 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |          |   |   |        |    |      |        |   |   |   |   |
|   (1)  Or the life of the lease, if shorter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |

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|                                                                                                        |   | Year Ended  |   |
|-------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                                        |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                              |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                                                                                        |   |        |   |   |   |   |   |   |   |
| Depreciation and amortization of property, equipment, and leasehold improvements (including capital leases) |   | $           | 74,245 |   |   | $ | 90,443 |   |   | $ | 90,609 |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | Life    |   |   | January 30, |    |    | January 31, |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|--------|-------------|---------|---------|-------------|--------|
| (Dollars in thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | (Years) |   |   | 2010        |    |    | 2009        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |    |   |   |        |    |    |        |   |
| Trademarks, tradenames, and internet domain names                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |   |   | $           | 187,132 |    |        | $      | 187,132 |   |
| Customer relationships, net                                                                                                |   |  4 |   |   |        | 0       |    |        |   | 233 |   |
| Net trademarks and other intangible assets                                                                                 |   |    |   |   |        | $       | 187,132 |        |   | $ | 187,365 |   |

|                                   |   | Year Ended  |   |
|----------------------------------------|--------|-------------|--------|
|                                   |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                         |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                   |   |        |   |   |   |   |   |   |   |
| Amortization of customer relationships |   | $           | 233    |   |   | $ | 721 |   |   | $ | 721 |   |

|           |   | January 30, |   |   | January 31, |   |
|----------------|--------|-------------|--------|--------|-------------|--------|
| (In thousands) |   | 2010        |   |   | 2009        |   |
|           |   |        |   |   |        |   |
| Retail Stores: |   |        |   |   |        |   |
| LANE BRYANT    |   | $           | 23,436 |   |        | $      | 23,436 |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Year Ended  |    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |        |    |   |   |   |   |   |   |
| Domestic                                                                         |   | $           | (97,355 | ) |   | $ | (205,091 | ) |   | $ | (8,164 | ) |
| Foreign                                                                          |   |        | 5,821   |   |   |   | 11,252 |   |   |   | 15,239 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $           | (91,534 | ) |   | $ | (193,839 | ) |   | $ | 7,075 |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Year Ended  |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        |    |   |   |   |   |   |   |
| Current:                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |   |   |   |   |   |
| Federal                                                                           |   | $           | (24,183 | ) |   | $ | (33,800 | ) |   | $ | (166 | ) |
| State                                                                             |   |        | 5,791   |   |   |   | 3,277 |   |   |   | 4,979 |   |
| Foreign                                                                           |   |        | 836     |   |   |   | 1,426 |   |   |   | 2,092 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        | (17,556 | ) |   |   | (29,097 | ) |   |   | 6,905 |   |
| Deferred:                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |        |    |   |   |   |   |   |   |   |   |   |
| Federal                                                                           |   |        | 3,106   |   |   |   | 16,434 |   |   |   | 3,635 |   |
| State                                                                             |   |        | 878     |   |   |   | (825 | ) |   |   | 698 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        | 3,984   |   |   |   | 15,609 |   |   |   | 4,333 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | $           | (13,572 | ) |   | $ | (13,488 | ) |   | $ | 11,238 |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Year Ended  |    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |        |    |   |   |   |   |   |   |
| Net refunds                                                                           |   | $           | (25,144 | ) |   | $ | (23,023 | ) |   | $ | (11,103 | ) |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Year Ended  |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | January 30, |   |   | January 31, |   |   | February 2, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 2010        |   |   | 2009 |   |   | 2008(1) |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |        |   |   |   |   |   |   |   |
| Statutory Federal income tax rate                                                                                     |   |        | (35.0  | )% |   |   | (35.0 | )% |   |   | 35.0 | % |
| State income tax, net of Federal income tax                                                                           |   |        | 2.0    |   |   |   | 0.0 |   |   |   | 71.0 |   |
| Foreign income                                                                                                        |   |        | (1.3   | ) |   |   | (1.3 | ) |   |   | (45.8 | ) |
| Employee benefits                                                                                                     |   |        | (0.9   | ) |   |   | (0.6 | ) |   |   | (14.6 | ) |
| Impairment of goodwill                                                                                                |   |        | 0.0    |   |   |   | 7.8 |   |   |   | 89.8 |   |
| Charitable contributions                                                                                              |   |        | (0.2   | ) |   |   | (0.1 | ) |   |   | (2.2 | ) |
| Valuation allowance                                                                                                   |   |        | 14.7   |   |   |   | 22.0 |   |   |   | 0.0 |   |
| Other, net                                                                                                            |   |        | 5.9    | (2) |   |   | 0.2 |   |   |   | 25.6 |   |
| Effective tax rate                                                                                                    |   |        | (14.8  | )% |   |   | (7.0 | )% |   |   | 158.8 | % |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |        |   |   |   |   |   |   |   |   |   |   |
|   (1)  Percentages are based on a low pre-tax income from continuing operations and are not necessarily comparable to other fiscal years.                                                                                                                                                                                                                                                                                                                                                     |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|   (2)  Relates primarily to Federal interest and penalties recognized during the year.                                                                                                                                                                                                                                                                                                                                                                                                        |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | January 30, |    |   | January 31, |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|--------|-------------|--------|
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 2010        |    |   | 2009        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |        |   |
| Deferred tax assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        |    |   |        |   |
| Tax credit and net operating loss carryforwards                                                                                         |   | $           | 28,369  |   |        | $      | 42,904 |   |
| Accounts receivable                                                                                                                     |   |        | 1,870   |   |        |   | 0 |   |
| Prepaid and accrued expenses                                                                                                            |   |        | 6,956   |   |        |   | 7,924 |   |
| Inventory                                                                                                                               |   |        | 0       |   |        |   | 2,954 |   |
| Deferred compensation                                                                                                                   |   |        | 10,956  |   |        |   | 12,233 |   |
| Property, equipment, and leasehold improvements                                                                                         |   |        | 18,798  |   |        |   | 7,115 |   |
| Accrued restructuring expense                                                                                                           |   |        | 6,210   |   |        |   | 5,368 |   |
| Other                                                                                                                                   |   |        | 13,476  |   |        |   | 13,879 |   |
| Total deferred tax assets                                                                                                                                             |   |        | 86,635  |   |        |   | 92,377 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |        |   |   |   |
| Deferred tax liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        |    |   |        |   |   |   |
| Accounts receivable                                                                                                                     |   |        | 0       |   |        |   | (3,583 | ) |
| Inventory                                                                                                                               |   |        | (1,118  | )      |        |   | 0 |   |
| Goodwill and intangible assets                                                                                                          |   |        | (46,795 | )      |        |   | (43,026 | ) |
| Deferred rent                                                                                                                           |   |        | (10,874 | )      |        |   | (4,255 | ) |
| Credit card late fees                                                                                                                   |   |        | 0       |   |        |   | (22,070 | ) |
| Total deferred tax liabilities                                                                                                                                        |   |        | (58,787 | )      |        |   | (72,934 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |        |   |   |   |
| Valuation allowance                                                                                                                     |   |        | (74,634 | )      |        |   | (62,201 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |        |   |   |   |
| Net deferred tax liability                                                                                                              |   | $           | (46,786 | )      |        | $      | (42,758 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |        |   |   |   |

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|                                                                 |   | Year Ended  |   |
|----------------------------------------------------------------------|--------|-------------|--------|
|                                                                 |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                       |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                                                 |   |        |   |   |   |   |   |   |   |
| Gross unrecognized tax benefits, beginning of year                   |   | $           | 29,179 |   |   | $ | 26,004 |   |   | $ | 22,474 |   |
| Additions for tax positions related to prior years                   |   |        | 4,140  |   |   |   | 3,861 |   |   |   | 3,610 |   |
| Additions for tax positions related to current year                  |   |        | 183    |   |   |   | 1,040 |   |   |   | 492 |   |
| Reductions resulting from lapse of applicable statute of limitations |   |        | (287   | ) |   |   | (1,403 | ) |   |   | (545 | ) |
| Settlements                                                          |   |        | (3,442 | ) |   |   | (323 | ) |   |   | (27 | ) |
| Gross unrecognized tax benefits, end of year                         |   | $           | 29,773 |   |   | $ | 29,179 |   |   | $ | 26,004 |   |

|                                              |   | Year Ended  |   |
|---------------------------------------------------|--------|-------------|--------|
|                                              |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                                    |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                              |   |        |   |   |   |   |   |   |   |
| Accrued interest and penalties, beginning of year |   | $           | 12,731 |   |   | $ | 12,575 |   |   | $ | 9,488 |   |
| Interest and penalties recognized during year     |   |        | 5,340  |   |   |   | 156 |   |   |   | 3,087 |   |
| Accrued interest and penalties, end of year       |   | $           | 18,071 |   |   | $ | 12,731 |   |   | $ | 12,575 |   |

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|                                                         |   | January 30, |    |   | January 31, |   |
|--------------------------------------------------------------|--------|-------------|---------|--------|-------------|--------|
| (In thousands)                                               |   | 2010        |    |   | 2009        |   |
|                                                         |   |        |    |   |        |   |
| 1.125% Senior Convertible Notes due May 2014                 |   | $           | 189,636 |   |        | $      | 275,000 |   |
| Capital lease obligations                                    |   |        | 10,116  |   |        |   | 14,041 |   |
| 6.07% mortgage note, due October 2014                        |   |        | 9,777   |   |        |   | 10,419 |   |
| 6.53% mortgage note, due November 2012                       |   |        | 3,850   |   |        |   | 5,250 |   |
| 7.77% mortgage note due December 2011                        |   |        | 6,549   |   |        |   | 7,249 |   |
| Other long-term debt                                         |   |        | 0       |   |        |   | 422 |   |
| Total long-term debt principal                               |   |        | 219,928 |   |        |   | 312,381 |   |
| Less unamortized discount on 1.125% Senior Convertible Notes |   |        | (42,105 | )      |        |   | (72,913 | ) |
| Long-term debt – carrying value                        |   |        | 177,823 |   |        |   | 239,468 |   |
| Current portion                                              |   |        | (6,265  | )      |        |   | (6,746 | ) |
| Net long-term debt                                           |   | $           | 171,558 |   |        | $      | 232,722 |   |

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|                                                   |   | January 30, |    |   | January 31, |   |
|--------------------------------------------------------|--------|-------------|---------|--------|-------------|--------|
| (In thousands)                                         |   | 2010        |    |   | 2009        |   |
|                                                   |   |        |    |   |        |   |
| Principal amount of 1.125% Senior Convertible Notes    |   | $           | 189,636 |   |        | $      | 275,000 |   |
| Unamortized discount                                   |   |        | (42,105 | )      |        |   | (72,913 | ) |
| Liability component of 1.125% Senior Convertible Notes |   | $           | 147,531 |   |        | $      | 202,087 |   |
|                                                   |   |        |    |   |        |   |   |   |
| Equity component of 1.125% Senior Convertible Notes    |   | $           | 90,459  |   |        | $      | 91,715 |   |

| Year Ended                    |   |
|-------------------------------|--------|
|                          |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (Dollars in thousands)        |   | 2010 |   |   | 2009 |   |   | 2008 |   |
|                          |   |   |   |   |   |   |   |   |   |
| Contractual interest expense  |   | $ | 2,590 |   |   | $ | 3,094 |   |   | $ | 2,320 |   |
| Amortization of debt discount |   |   | 9,885 |   |   |   | 11,032 |   |   |   | 7,770 |   |
| Total interest expense        |   | $ | 12,475 |   |   | $ | 14,126 |   |   | $ | 10,090 |   |
|                          |   |   |   |   |   |   |   |   |   |   |   |   |
| Effective interest rate       |   |   | 7.4 | % |   |   | 7.4 | % |   |   | 7.4 | % |

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|                                                         |   | Year Ended  |   |
|--------------------------------------------------------------|--------|-------------|--------|
|                                                         |   | January 29, |   |   | January 28, |   |   | February 2, |   |   | February 1, |   |   | January 31, |   |
| (In thousands)                                               |   | 2011        |   |   | 2012 |   |   | 2013 |   |   | 2014 |   |   | 2015 |   |
|                                                         |   |        |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Mortgage notes                                               |   | $           | 2,898  |   |   | $ | 7,980 |   |   | $ | 1,888 |   |   | $ | 891 |   |   | $ | 6,519 |   |
| Capital lease obligations                                    |   |        | 3,084  |   |   |   | 3,532 |   |   |   | 2,253 |   |   |   | 1,247 |   |   |   | 0 |   |
| 1.125% Senior Convertible Notes                              |   |        | 0      |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 189,636 |   |
|                                                         |   | $           | 5,982  |   |   | $ | 11,512 |   |   | $ | 4,141 |   |   | $ | 2,138 |   |   | $ | 196,155 |   |
|                                                         |   |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Minimum lease payments under capital leases(1)               |   | $           | 3,537  |   |   | $ | 3,854 |   |   | $ | 2,400 |   |   | $ | 1,285 |   |   | $ | 0 |   |
| ____________________                                         |   |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (1)   Includes aggregate imputed interest of $960. |   |

|   | · | 1,000,000 shares of Series Participating Preferred Stock, $1.00 par value, of which 500,000 shares of Participating Series A Junior Preferred Stock, $1.00 par value, have been authorized; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | 300,000,000 shares of common stock, $.10 par value. |
|--------|--------|-----------------------------------------------------|

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | Year Ended  |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | January 30, |    |   | January 31, |   |   | February 2, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |        |    |   |   |   |   |   |   |
| Restricted stock awards/RSUs granted                                                                          |   |        | 0       |   |   |   | 824,879 |   |   |   | 1,035,422 |   |
| Weighted average market price at date of grant                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        | – |   |   | $ | 5.05 |   |   | $ | 11.98 |   |
| Stock awards/RSUs vested with issuance deferred                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |        | 0       |   |   |   | 0 |   |   |   | 240,979 |   |
| Shares issued under stock awards/RSUs                                                                         |   |        | 253,671 |   |   |   | 601,005 |   |   |   | 64,196 |   |
| Cancellations of stock awards/RSUs                                                                            |   |        | 258,761 |   |   |   | 938,333 |   |   |   | 720,795 |   |
| Restricted awards/RSUs outstanding at year-end                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        | 712,265 |   |   |   | 1,224,697 |   |   |   | 1,939,156 |   |
| SARs exercisable at year-end                                                                                  |   |        | 314,919 |   |   |   | 231,660 |   |   |   | – |   |

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Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | Year Ended  |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | January 30, |    |   | January 31, |   |   | February 2, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |        |    |   |   |   |   |   |   |
| RSUs granted                                                                                                  |   |        | 0       |   |   |   | 33,000 |   |   |   | 80,703 |   |
| Weighted average market price at date of grant                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        | – |   |   | $ | 4.58 |   |   | $ | 11.71 |   |
| Shares issued under stock awards/RSUs                                                                         |   |        | 15,334  |   |   |   | 58,920 |   |   |   | 24,999 |   |
| RSUs vested with issuance deferred                                                                            |   |        | 0       |   |   |   | 46,116 |   |   |   | 42,536 |   |
| Cancellations of restricted stock awards/RSUs                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |        | 0       |   |   |   | 0 |   |   |   | 9,131 |   |
| Restricted awards/RSUs outstanding at year-end                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |        | 0       |   |   |   | 15,334 |   |   |   | 87,370 |   |
| Options exercisable at year-end                                                                               |   |        | 263,158 |   |   |   | 331,158 |   |   |   | 341,587 |   |

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Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Year Ended  |    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | January 30, |    |   | January 31, |   |   | February 2, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |        |    |   |   |   |   |   |   |
| Shares issued under stock awards                                                                                  |   |        | 58,560  |   |   |   | 123,630 |   |   |   | 158,420 |   |
| Cancellations of restricted stock awards                                                                          |   |        | 0       |   |   |   | 15,900 |   |   |   | 17,990 |   |
| Restricted awards outstanding at year-end                                                                         |   |        | 0       |   |   |   | 58,560 |   |   |   | 198,090 |   |
| Options exercisable at year-end                                                                                   |   |        | 439,060 |   |   |   | 528,720 |   |   |   | 659,759 |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Year Ended  |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | January 30, |   |   | January 31, |   |   | February 2, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |   |   |   |   |   |   |   |
| Options exercisable at year-end                                                                         |   |        | 0      |   |   |   | 62,900 |   |   |   | 92,500 |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Year Ended  |    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | January 30, |    |   | January 31, |   |   | February 2, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |        |    |   |   |   |   |   |   |
| Shares issued under stock awards                                                                                  |   |        | 73,440  |   |   |   | 200,850 |   |   |   | 160,060 |   |
| Cancellations of restricted stock awards                                                                          |   |        | 0       |   |   |   | 2,000 |   |   |   | 0 |   |
| Restricted awards outstanding at year-end                                                                         |   |        | 0       |   |   |   | 73,440 |   |   |   | 276,290 |   |
| Options exercisable at year-end                                                                                   |   |        | 280,640 |   |   |   | 498,640 |   |   |   | 724,640 |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Year Ended  |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | January 30, |   |   | January 31, |   |   | February 2, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |   |   |   |   |   |   |   |
| Options exercisable at year-end                                                                         |   |        | 8,504  |   |   |   | 20,984 |   |   |   | 16,028 |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |       |   | Weighted |   |            |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|------------|--------|----------|--------|-----------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |       |   | Average  |   |            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Option |       |   | Exercise |   | Exercise Prices |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Shares |       |   | Price    |   | Per Share       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |       |   |     |   |            |   |
| Outstanding at February 3, 2007                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   | 2,217,790  |   |     | $      | 5.822           |   | $ | 1.00 |   |   | – |   |   | $ | 13.84 |   |
| Granted – exercise price less than market price                                                                                                                                                                                                                                                                                                                                                                                          |   |   | 18,000     |   |     |   | 1.000           |   |   | 1.00 |   |   | – |   |   |   | 1.00 |   |
| Canceled/forfeited                                                                         |   |   | (36,796    | )      |     |   | 5.724           |   |   | 1.00 |   |   | – |   |   |   | 11.28 |   |
| Exercised                                                                                  |   |   | (304,120   | )      |     |   | 4.741           |   |   | 1.00 |   |   | – |   |   |   | 8.46 |   |
| Outstanding at February 2, 2008                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   | 1,894,874  |   |     |   | 5.952           |   |   | 1.00 |   |   | – |   |   |   | 13.84 |   |
| Granted – exercise price equal to market price(1)                                                                                                                                                                                                                                                                                                                                                                                                  |   |   | 3,475,674  |   |     |   | 4.569           |   |   | 1.13 |   |   | – |   |   |   | 5.64 |   |
| Granted – exercise price less than market price                                                                                                                                                                                                                                                                                                                                                                                               |   |   | 14,000     |   |     |   | 1.000           |   |   | 1.00 |   |   | – |   |   |   | 1.00 |   |
| Canceled/forfeited                                                                         |   |   | (1,857,665 | )      |     |   | 5.097           |   |   | 1.00 |   |   | – |   |   |   | 12.48 |   |
| Exercised                                                                                  |   |   | (234,498   | )      |     |   | 4.016           |   |   | 1.00 |   |   | – |   |   |   | 5.47 |   |
| Outstanding at January 31, 2009                                                                                                                                                                                                                                                                                                                                               |   |   | 3,292,385  |   |     |   | 5.091           |   |   | 1.00 |   |   | – |   |   |   | 13.84 |   |
| Granted – exercise price equal to market price(1)                                                                                                                                                                                                                                                                                                                                                                                                  |   |   | 4,775,360  |   |     |   | 1.744           |   |   | 0.99 |   |   | – |   |   |   | 5.72 |   |
| Canceled/forfeited                                                                         |   |   | (738,150   | )      |     |   | 4.320           |   |   | 1.00 |   |   | – |   |   |   | 11.28 |   |
| Exercised                                                                                  |   |   | (20,482    | )      |     |   | 2.200           |   |   | 1.00 |   |   | – |   |   |   | 4.78 |   |
| Outstanding at January 30, 2010                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | 7,309,113  |   |     | $      | 2.990           |   | $ | 0.99 |   |   | – |   |   | $ | 13.84 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |       |   |     |   |            |   |   |   |   |   |   |   |   |   |   |   |
| (1)   Includes “inducement grants” in accordance with Nasdaq Marketplace Rule 5635(c)(4 ) of SARs relating to 709,646 shares in Fiscal 2008 and 1,250,000 shares in Fiscal 2009.                                                                                                                                                                                                                                                             |   |

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|                                                                                                                                                                                                                                                                                                                           |   |      |      |   |     |   |   | Weighted  |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|-----------|--------|----------|--------|--------|-----------|--------|
|                                                                                                                                                                                                                                                                                                                           |   |      |      |   | Weighted |   |   | Average   |   |
|                                                                                                                                                                                                                                                                                                                           |   |      |      |   | Average  |   |   | Remaining |   |
|                                                                                                                                                                                                                                                                                                                           |   | Number of |      |   | Exercise |   |   | Life      |   |
| Ranges of Exercise Prices                                                                                                                                                                                                                                                                                                      |   | Shares    |      |   | Price    |   |   | (Years)   |   |
|                                                                                                                                                                                                                                                                                                                           |   |      |      |   |     |   |   |      |   |
| $0.00– $1.00:                                                                                                                                                                                                                                                                                                            |   |      |      |   |     |   |   |      |   |
| Options/SARs outstanding                                                  |   |      | 59,122    |   |     | $      | 0.996  |      |   |   | 3.7 |   |
| Options exercisable                                                       |   |      | 8,504     |   |     |   | 1.000  |      |   |   |   |   |
| $1.01– $5.00:                                                                                                                                                                                                                                                                                                            |   |      |      |   |     |   |   |      |   |   |   |   |
| Options/SARs outstanding                                                  |   |      | 6,041,009 |   |     | $      | 2.293  |      |   |   | 6.0 |   |
| Options/SARs exercisable                                                  |   |      | 513,641   |   |     |   | 3.836  |      |   |   |   |   |
| $5.01– $10.00:                                                                                                                                                                                                                                                                                                           |   |      |      |   |     |   |   |      |   |   |   |   |
| Options/SARs outstanding                                                  |   |      | 1,162,749 |   |     | $      | 6.380  |      |   |   | 2.1 |   |
| Options/SARs exercisable                                                  |   |      | 915,125   |   |     |   | 6.688  |      |   |   |   |   |
| $10.01– $13.84:                                                                                                                                                                                                                                                                                                          |   |      |      |   |     |   |   |      |   |   |   |   |
| Options outstanding                                                       |   |      | 46,233    |   |     | $      | 11.348 |      |   |   | 6.4 |   |
| Options exercisable                                                       |   |      | 46,233    |   |     |   | 11.348 |      |   |   |   |   |

|                                                                                |   | Year Ended  |   |
|-------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                |   | January 30. |   |   | January 31. |   |
| (In thousands)                                                                      |   | 2010        |   |   | 2009 |   |
|                                                                                |   |        |   |   |   |   |
| Aggregate intrinsic value of options/SARs outstanding at year-end(1)                |   | $           | 20,610 |   |   | $ | 0 |   |
| Aggregate intrinsic value of options/SARs exercisable at year-end(1)                |   |        | 0      |   |   |   | 0 |   |
| Aggregate market value of unvested stock awards at year-end                         |   |        | 4,157  |   |   |   | 1,341 |   |
|                                                                                |   |        |   |   |   |   |   |   |
| Aggregate intrinsic value of options/SARs exercised during the year(2)              |   |        | 65     |   |   |   | 358 |   |
| Aggregate market value of stock awards vested during the year                       |   |        | 875    |   |   |   | 5,140 |   |
| ____________________                                                                |   |        |   |   |   |   |   |   |
| (1)  Aggregate market value at year-end less aggregate exercise price.         |   |
|                                                                                |   |
| (2)  Aggregate market value on date of exercise less aggregate exercise price. |   |

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|                                 |   | Year Ended       |    |
|--------------------------------------|--------|------------------|---------|
|                                 |   | January 30, 2010 |    |   | January 31, 2009 |   |   | February 2, 2008 |   |
|                                 |   |             |    |   | Weighted |   |   |   |   |   | Weighted |   |   |   |   |   | Weighted |   |
|                                 |   | Number           |    |   | Average |   |   | Number |   |   | Average |   |   | Number |   |   | Average |   |
|                                 |   | Of               |    |   | Grant |   |   | Of |   |   | Grant |   |   | Of |   |   | Grant |   |
|                                 |   | Shares           |    |   | Price |   |   | Shares |   |   | Price |   |   | Shares |   |   | Price |   |
|                                 |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Awards granted                       |   |             | 0       |   |   |   | – |   |   |   | 857,879 |   |   | $ | 4.99 |   |   |   | 814,442 |   |   | $ | 11.73 |   |
| Awards vested with issuance deferred |   |             | 0       |   |   |   | – |   |   |   | 46,116 |   |   |   | 11.71 |   |   |   | 283,515 |   |   |   | 10.31 |   |
| Awards vested and issued             |   |             | 401,005 |   |   | $ | 9.12 |   |   |   | 788,729 |   |   |   | 8.22 |   |   |   | 398,235 |   |   |   | 7.43 |   |
| Awards cancelled                     |   |             | 127,222 |   |   |   | 8.60 |   |   |   | 748,236 |   |   |   | 8.41 |   |   |   | 161,148 |   |   |   | 11.23 |   |
| Awards outstanding at year-end       |   |             | 712,265 |   |   |   | 9.50 |   |   |   | 1,240,492 |   |   |   | 9.29 |   |   |   | 1,965,694 |   |   |   | 10.45 |   |

|                             |   | Year Ended       |    |
|----------------------------------|--------|------------------|---------|
|                             |   | January 30, 2010 |    |   | January 31, 2009 |   |   | February 2, 2008 |   |
|                             |   |             |    |   | Weighted |   |   |   |   |   | Weighted |   |   |   |   |   | Weighted |   |
|                             |   | Number           |    |   | Average |   |   | Number |   |   | Average |   |   | Number |   |   | Average |   |
|                             |   | Of               |    |   | Grant |   |   | Of |   |   | Grant |   |   | Of |   |   | Grant |   |
|                             |   | Shares           |    |   | Price |   |   | Shares |   |   | Price |   |   | Shares |   |   | Price |   |
|                             |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Awards granted                   |   |             | 0       |   |   |   | – |   |   |   | 0 |   |   |   | – |   |   |   | 301,683 |   |   | $ | 12.56 |   |
| Awards vested and issued         |   |             | 0       |   |   |   | – |   |   |   | 195,676 |   |   | $ | 12.78 |   |   |   | 0 |   |   |   | – |   |
| Awards cancelled                 |   |             | 131,539 |   |   | $ | 12.35 |   |   |   | 207,997 |   |   |   | 13.25 |   |   |   | 403,614 |   |   |   | 8.54 |   |
| Awards outstanding at year-end   |   |             | 0       |   |   |   | – |   |   |   | 131,539 |   |   |   | 12.35 |   |   |   | 535,212 |   |   |   | 12.86 |   |
|                             |   |             |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Performance-conditions satisfied |   |             | 0       |   |   |   | – |   |   |   | 195,676 |   |   |   | 12.78 |   |   |   | 0 |   |   |   | – |   |

|                                 |   | Year Ended       |      |
|--------------------------------------|--------|------------------|-----------|
|                                 |   | January 30, 2010 |      |   | January 31, 2009 |   |   | February 2, 2008 |   |
|                                 |   |             |      |   | Weighted |   |   |   |   |   | Weighted |   |   |   |   |   | Weighted |   |
|                                 |   | Number           |      |   | Average |   |   | Number |   |   | Average |   |   | Number |   |   | Average |   |
|                                 |   | Of               |      |   | Exercise |   |   | Of |   |   | Exercise |   |   | Of |   |   | Exercise |   |
|                                 |   | Shares           |      |   | Price |   |   | Shares |   |   | Price |   |   | Shares |   |   | Price |   |
|                                 |   |             |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Options/SARs granted                 |   |             | 3,675,360 |   |   | $ | 1.72 |   |   |   | 2,544,074 |   |   | $ | 4.39 |   |   |   | 18,000 |   |   | $ | 1.00 |   |
| Options/SARs exercised               |   |             | 20,482    |   |   |   | 2.20 |   |   |   | 234,498 |   |   |   | 4.02 |   |   |   | 304,120 |   |   |   | 4.74 |   |
| Options/SARs cancelled               |   |             | 738,150   |   |   |   | 4.32 |   |   |   | 912,065 |   |   |   | 5.20 |   |   |   | 36,796 |   |   |   | 5.72 |   |
| Options/SARs outstanding at year-end |   |             | 6,209,113 |   |   |   | 3.20 |   |   |   | 3,292,385 |   |   |   | 5.09 |   |   |   | 1,894,874 |   |   |   | 5.95 |   |

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|                                 |   | Year Ended       |      |
|--------------------------------------|--------|------------------|-----------|
|                                 |   | January 30, 2010 |      |   | January 31, 2009 |   |   | February 2, 2008 |   |
|                                 |   |             |      |   | Weighted |   |   |   |   |   | Weighted |   |   |   |   |   | Weighted |   |
|                                 |   | Number           |      |   | Average |   |   | Number |   |   | Average |   |   | Number |   |   | Average |   |
|                                 |   | Of               |      |   | Exercise |   |   | Of |   |   | Exercise |   |   | Of |   |   | Exercise |   |
|                                 |   | Shares           |      |   | Price |   |   | Shares |   |   | Price |   |   | Shares |   |   | Price |   |
|                                 |   |             |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Options/SARs granted                 |   |             | 1,100,000 |   |   | $ | 1.82 |   |   |   | 945,600 |   |   | $ | 5.00 |   |   |   | 0 |   |   |   | – |   |
| Options/SARs exercised               |   |             | 0         |   |   |   | – |   |   |   | 0 |   |   |   | – |   |   |   | 0 |   |   |   | – |   |
| Options/SARs cancelled               |   |             | 0         |   |   |   | – |   |   |   | 945,600 |   |   |   | 5.00 |   |   |   | 0 |   |   |   | – |   |
| Options/SARs outstanding at year-end |   |             | 1,100,000 |   |   |   | 1.82 |   |   |   | 0 |   |   |   | – |   |   |   | 0 |   |   |   | – |   |
|                                 |   |             |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Performance-conditions Satisfied     |   |             | 1,100,000 |   |   |   | 1.82 |   |   |   | 0 |   |   |   | – |   |   |   | 0 |   |   |   | – |   |

|                                                          |   | Year Ended  |   |
|---------------------------------------------------------------|--------|-------------|--------|
|                                                          |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                                          |   |        |   |   |   |   |   |   |   |
| Stock-based compensation expense, excluding cash-settled RSUs |   | $           | 6,844  |   |   | $ | 5,576 |   |   | $ | 7,101 |   |
| Stock-based compensation expense, cash-settled RSUs           |   |        | 819    |   |   |   | 207 |   |   |   | 0 |   |
| Total stock-based compensation expense                        |   | $           | 7,663  |   |   | $ | 5,783 |   |   | $ | 7,101 |   |

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|                                  |   | Year Ended  |    |
|---------------------------------------|--------|-------------|---------|
|                                  |   | January 30, |    |   | January 31, |   |   | February 2, |   |
|                                  |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                  |   |        |    |   |   |   |   |   |   |
| Exercise price equal to market price  |   | $           | 1.35    |   |   | $ | 2.39 |   |   | $ | – |   |
| Exercise price less than market price |   |        | – |   |   |   | 4.86 |   |   |   | 11.95 |   |

|                                           |   | Year Ended  |    |
|------------------------------------------------|--------|-------------|---------|
|                                           |   | January 30, |    |   | January 31, |   |   | February 2, |   |
|                                           |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                           |   |        |    |   |   |   |   |   |   |
| Shares purchased                               |   |        | 257,238 |   |   |   | 212,430 |   |   |   | 139,910 |   |
| Weighted average market price at date of grant |   | $           | 2.57    |   |   | $ | 4.99 |   |   | $ | 10.14 |   |

| 2004 Stock Award and Incentive Plan           |   |   | 3,126,335 |   |
|-----------------------------------------------|--------|--------|-----------|--------|
| 2003 Non-Employee Directors Compensation Plan |   |   | 161,897   |   |
| 1988 Key Employee Stock Option Plan           |   |   | 123,901   |   |
| Employee Stock Purchase Plan                  |   |   | 547,090   |   |

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|                                                                                              |   | Year Ended  |   |
|---------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                              |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                    |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                                                                              |   |        |   |   |   |   |   |   |   |
| FASHION BUG loyalty card revenues recognized                                                      |   | $           | 10,772 |   |   | $ | 11,957 |   |   | $ | 12,837 |   |
| CATHERINES loyalty card revenues recognized                                                       |   |        | 8,882  |   |   |   | 8,957 |   |   |   | 8,980 |   |
| Accrual at end of year for estimated discounts earned and for coupons issued and not yet redeemed |   |        | 3,161  |   |   |   | 3,597 |   |   |   | 2,000 |   |

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|                                                                                                                                                                                                                                                                                                                                                  |   |        |   |   |            |   |   |      |   |   | Total       |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|--------|-----------------|--------|--------|-----------|--------|--------|-------------|--------|
|                                                                                                                                                                                                                                                                                                                                                  |   | Costs       |   |   | Costs Incurred  |   |   | Estimated |   |   | Estimated/  |   |
|                                                                                                                                                                                                                                                                                                                                                  |   | Incurred    |   |   | for Fiscal Year |   |   | Remaining |   |   | Actual      |   |
|                                                                                                                                                                                                                                                                                                                                                  |   | as of       |   |   | Ended           |   |   | Costs     |   |   | Costs as of |   |
|                                                                                                                                                                                                                                                                                                                                                  |   | January 31, |   |   | January 30,     |   |   | to be     |   |   | January 30, |   |
| (In thousands)                                                                                                                                                                                                                                                                                                                                        |   | 2009        |   |   | 2010            |   |   | Incurred  |   |   | 2010        |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |        |   |   |            |   |   |      |   |   |        |   |
| Fiscal 2007 Announcements                                                                                                                                                                                                                                                                                                                             |   |        |   |   |            |   |   |      |   |   |        |   |
| Relocation of CATHERINES operations:                                                                                                                                                                                                                                                                                                                  |   |        |   |   |            |   |   |      |   |   |        |   |
| Severance and retention costs                                                                                                                                                                                                                                                                                                                    |   | $           | 2,079  |   |            | $      | 0      |      |   | $      | 0           |   |   | $ | 2,079 |   |
| Non-cash write down and accelerated depreciation                                                                                                                                                                                                                                                                                                      |   |        | 3,808  |   |            |   | 0      |      |   |   | 0           |   |   |   | 3,808 |   |
| Relocation and other charges                                                                                                                                                                                                                                                                                                                     |   |        | 1,166  |   |            |   | 207    |      |   |   | 0           |   |   |   | 1,373 |   |
| Closing of under-performing and PETITE SOPHISTICATE full line stores:                                                                                                                                                                                                                                                                                 |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Non-cash accelerated depreciation                                                                                                                                                                                                                                                                                                                     |   |        | 691    |   |            |   | 0      |      |   |   | 0           |   |   |   | 691 |   |
| Store lease termination charges                                                                                                                                                                                                                                                                                                                  |   |        | 6,909  |   |            |   | 1,144  |      |   |   | 0           |   |   |   | 8,053 |   |
| Severance and retention costs related to the elimination of positions                                                                                                                                                                                                                                                                                 |   |        | 1,244  |   |            |   | 0      |      |   |   | 0           |   |   |   | 1,244 |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Fiscal 2008 Announcements                                                                                                                                                                                                                                                                                                                             |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Severance for departure of former CEO                                                                                                                                                                                                                                                                                                                 |   |        | 9,446  |   |            |   | 104    |      |   |   | 0           |   |   |   | 9,550 |   |
| Shutdown of LANE BRYANT WOMAN catalog:                                                                                                                                                                                                                                                                                                                |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Severance and retention costs                                                                                                                                                                                                                                                                                                                    |   |        | 1,557  |   |            |   | 504    |      |   |   | 0           |   |   |   | 2,061 |   |
| Non-cash accelerated depreciation                                                                                                                                                                                                                                                                                                                     |   |        | 934    |   |            |   | 838    |      |   |   | 0           |   |   |   | 1,772 |   |
| Severance and retention costs related to the elimination of positions                                                                                                                                                                                                                                                                                 |   |        | 3,873  |   |            |   | 101    |      |   |   | 0           |   |   |   | 3,974 |   |
| Non-core misses apparel assets:                                                                                                                                                                                                                                                                                                                       |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Non-cash accelerated depreciation                                                                                                                                                                                                                                                                                                                     |   |        | 2,968  |   |            |   | 6,844  |      |   |   | 0           |   |   |   | 9,812 |   |
| Lease termination and accretion charges                                                                                                                                                                                                                                                                                                               |   |        | 0      |   |            |   | 11,141 |      |   |   | 2,211       |   |   |   | 13,352 |   |
| Other costs                                                                                                                                                                                                                                                                                                                            |   |        | 420    |   |            |   | 0      |      |   |   | 0           |   |   |   | 420 |   |
| Transformational initiatives:                                                                                                                                                                                                                                                                                                                         |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Professional fees                                                                      |   |        | 2,563  |   |            |   | 7,098  |      |   |   | 0           |   |   |   | 9,661 |   |
| Severance and retention costs                                                                                                                                                                                                                                                                                                                         |   |        | 0      |   |            |   | 989    |      |   |   | 8           |   |   |   | 997 |   |
| figure magazine shutdown costs                                                                                                                                                                                                                                                                                                                        |   |        | 819    |   |            |   | (53    | )         |   |   | 0           |   |   |   | 766 |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Fiscal 2009 Announcements                                                                                                                                                                                                                                                                                                                             |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Closing of PETITE SOPHISTICATE OUTLET stores:                                                                                                                                                                                                                                                                                                         |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Non-cash accelerated depreciation                                                                                                                                                                                                                                                                                                                     |   |        | 0      |   |            |   | 643    |      |   |   | 0           |   |   |   | 643 |   |
| Store lease termination charges                                                                                                                                                                                                                                                                                                             |   |        | 0      |   |            |   | 1,215  |      |   |   | 0           |   |   |   | 1,215 |   |
| Other non-cash costs                                                                   |   |        | 0      |   |            |   | 195    |      |   |   | 0           |   |   |   | 195 |   |
| Closing of under-performing stores:                                                                                                                                                                                                                                                                                                                   |   |        |   |   |            |   |   |      |   |   |        |   |   |   |   |   |
| Store lease termination charges                                                                                                                                                                                                                                                                                                             |   |        | 0      |   |            |   | 749    |      |   |   | 8,000       |   |   |   | 8,749 |   |
| Total                                                         |   | $           | 38,477 |   |            | $      | 31,719 |      |   | $      | 10,219      |   |   | $ | 80,415 |   |

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|                                                                                                                                             |   |        |   |   | Costs Incurred  |   |   |        |   |   |        |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|--------|-----------------|--------|--------|-------------|--------|--------|-------------|--------|
|                                                                                                                                             |   | Accrued     |   |   | for Fiscal Year |   |   |        |   |   | Accrued     |   |
|                                                                                                                                             |   | as of       |   |   | Ended           |   |   |        |   |   | as of       |   |
|                                                                                                                                             |   | January 31, |   |   | January 30,     |   |   | Payments/   |   |   | January 30, |   |
| (In thousands)                                                                                                                                   |   | 2009(1)     |   |   | 2010            |   |   | Settlements |   |   | 2010(1)     |   |
|                                                                                                                                             |   |        |   |   |            |   |   |        |   |   |        |   |
| Fiscal 2007 Announcements                                                                                                                        |   |        |   |   |            |   |   |        |   |   |        |   |
| Relocation of CATHERINES operations:                                                                                                             |   |        |   |   |            |   |   |        |   |   |        |   |
| Relocation and other charges                                                                                                                     |   | $           | 0      |   |            | $      | 207    |        |   | $      | 207         |   |   | $ | 0 |   |
| Closing of under-performing stores:                                                                                                              |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Store lease termination charges                                                                                                                  |   |        | 1,687  |   |            |   | 1,144  |        |   |   | 1,416       |   |   |   | 1,415 |   |
|                                                                                                                                             |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Fiscal 2008 Announcements                                                                                                                        |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Severance and retention costs(2)                                                                                                            |   |        | 9,891  |   |            |   | 709    |        |   |   | 8,659       |   |   |   | 1,941 |   |
| Non-core misses apparel assets:                                                                                                                  |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Lease termination charges                                                                                                                        |   |        | 0      |   |            |   | 11,141 |        |   |   | 2,043       |   |   |   | 9,098 |   |
| Other costs                                                                                                                                      |   |        | 420    |   |            |   | 0      |        |   |   | 262         |   |   |   | 158 |   |
| Transformational initiatives:                                                                                                                    |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Professional fees                                                                                                                                |   |        | 1,379  |   |            |   | 7,098  |        |   |   | 8,477       |   |   |   | 0 |   |
| Severance and retention costs                                                                                                                    |   |        | 0      |   |            |   | 989    |        |   |   | 753         |   |   |   | 236 |   |
| figure magazine shutdown costs                                                                                                              |   |        | 819    |   |            |   | (53    | )           |   |   | 766         |   |   |   | 0 |   |
|                                                                                                                                             |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Fiscal 2009 Announcements                                                                                                                        |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Closing of PETITE SOPHISTICATE OUTLET stores:                                                                                                    |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Store lease termination charges                                                                                                                  |   |        | 0      |   |            |   | 1,215  |        |   |   | 0           |   |   |   | 1,215 |   |
| Closing of under-performing stores:                                                                                                              |   |        |   |   |            |   |   |        |   |   |        |   |   |   |   |   |
| Store lease termination charges                                                                                                                  |   |        | 0      |   |            |   | 749    |        |   |   | 35          |   |   |   | 714 |   |
| Total                                                                                                                                            |   | $           | 14,196 |   |            | $      | 23,199 |        |   | $      | 22,618      |   |   | $ | 14,777 |   |
| ____________________                                                                                                                             |   |
| (1)  Included in “Accrued expenses” in the accompanying consolidated balance sheets.                                            |   |
|                                                                                                                                             |   |
| (2)  Primarily severance for departure of former CEO, the closing of our LANE BRYANT WOMAN catalog, and the elimination of other positions. |   |

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| ● | the elimination of approximately 150 corporate and field management positions;                                                                       |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                 |
| ● | a decrease in the capital budget for Fiscal 2008, primarily through a significant reduction in the number of planned store openings for Fiscal 2008; |
|    |                                                                                                                                                 |
| ● | the closing of approximately 150 under-performing stores; and                                                                                        |
|    |                                                                                                                                                 |
| ● | the closing of our full-line PETITE SOPHISTICATE stores.                                                                                             |

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| ● | Refocus on our core retail brands.                                               |
|---------|----------------------------------------------------------------------------------|
|    |                                                                             |
| ● | Simplify the business by eliminating distractions and divesting non-core assets. |
|    |                                                                             |
| ● | Substantially reduce operating expenses and streamline operations.               |
|    |                                                                             |
| ● | Maintain and protect our strong balance sheet and liquidity position.            |

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|                                       |   | Year Ended  |   |
|--------------------------------------------|--------|-------------|--------|
|                                       |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                             |   | 2010        |   |   | 2009 |   |   | 2008 |   |
|                                       |   |        |   |   |   |   |   |   |   |
| 401(k) plan                                |   | $           | 145    |   |   | $ | 3,243 |   |   | $ | 3,237 |   |
| Non-qualified deferred compensation plan   |   |        | 248    |   |   |   | 1,512 |   |   |   | 1,531 |   |
| Non-qualified supplemental retirement plan |   |        | 357    |   |   |   | 2,960 |   |   |   | 867 |   |
| Total retirement benefit plans expenses    |   | $           | 750    |   |   | $ | 7,715 |   |   | $ | 5,635 |   |

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|                                       |   | January 30, |   |   | January 31, |   |
|--------------------------------------------|--------|-------------|--------|--------|-------------|--------|
| (In thousands)                             |   | 2010        |   |   | 2009        |   |
|                                       |   |        |   |   |        |   |
| Non-qualified deferred compensation plan   |   | $           | 12,812 |   |        | $      | 12,112 |   |
| Non-qualified supplemental retirement plan |   |        | 2,393  |   |        |   | 6,002 |   |
| Total accrued non-qualified plan expenses  |   | $           | 15,205 |   |        | $      | 18,114 |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Year Ended  |    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |   |   |   |   |   |
| Basic weighted average common shares outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |        | 115,626 |   |   |   | 114,690 |   |   |   | 121,160 |   |
| Dilutive effect of stock options, stock appreciation rights, and awards(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |        | 0       |   |   |   | 0 |   |   |   | 0 |   |
| Diluted weighted average common shares and equivalents outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |        | 115,626 |   |   |   | 114,690 |   |   |   | 121,160 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |   |   |   |   |   |   |   |   |
| Loss from continuing operations                                                                                             |   | $           | (77,962 | ) |   | $ | (180,351 | ) |   | $ | (4,163 | ) |
| Loss from discontinued operations,, net of income taxes in 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |        | 0       |   |   |   | (74,922 | ) |   |   | (85,039 | ) |
| Extraordinary item, net of income taxes                                                                                     |   |        | 0       |   |   |   | 0 |   |   |   | 912 |   |
| Net loss used to determine diluted net loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | $           | (77,962 | ) |   | $ | (255,273 | ) |   | $ | (88,290 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |        |    |   |   |   |   |   |   |   |   |   |
| Options with weighted average exercise price greater than market price, excluded from computation of diluted earnings per share:(1)                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        |    |   |   |   |   |   |   |   |   |   |
| Number of shares (thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |        | – |   |   |   | – |   |   |   | – |   |
| Weighted average exercise price per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |        | – |   |   |   | – |   |   |   | – |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| (1)   Stock options, stock appreciation rights, and awards are excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                             |   |

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| ● | The QSPEs sold interests in the receivables on a revolving basis for a specified term.  At the end of the revolving period, an amortization period began during which the QSPEs made principal payments to the parties that entered into the securitization agreement with the QSPEs.  All assets of the QSPEs (including the receivables) were isolated and supported the securities issued by those entities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | We recorded gains or losses on the securitization of our proprietary credit card receivables based on the estimated fair value of the assets retained and liabilities incurred in the sale.  Gains represented the present value of the estimated cash flows that we retained over the estimated outstanding period of the receivables.  This excess cash flow essentially represented an I/O strip, consisting of the present value of the finance charges and late fees in excess of the amounts paid to certificate holders, credit losses, and servicing fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | We used various valuation assumptions in determining the fair value of our I/O strip.  We estimated the values for these assumptions using historical data, the impact of the current economic environment on the performance of the receivables sold, and the impact of the potential volatility of the current market for similar instruments in assessing the fair value of the retained interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | In addition, we recognized a servicing liability because the servicing fees we expected to receive from the securitizations did not provide adequate compensation for servicing the receivables.  The servicing liability represented the present value of the excess of our cost of servicing over the servicing fees received and was recorded at its estimated fair value.  Because quoted market prices were generally not available for the servicing of proprietary credit card portfolios of comparable credit quality, we determined the fair value of the cost of servicing by calculating all costs associated with billing, collecting, maintaining, and providing customer service during the expected life of the securitized credit card receivable balances.  We discounted the amount of these costs in excess of the servicing fees over the estimated life of the receivables sold. The discount rate and estimated life assumptions used for the present value calculation of the servicing liability were consistent with those used for the I/O strip. |

|                                                                                                             |   | Year Ended  |    |
|------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                             |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                   |   | 2010(1)     |    |   | 2009 |   |   | 2008 |   |
|                                                                                                             |   |        |    |   |   |   |   |   |   |
| Value of the I/O strip at beginning of year                                                                      |   | $           | 19,298  |   |   | $ | 23,259 |   |   | $ | 15,878 |   |
| Additions to the I/O strip                                                                                       |   |        | 19,402  |   |   |   | 34,353 |   |   |   | 38,129 |   |
| Amortization of the I/O strip                                                                                    |   |        | (21,925 | ) |   |   | (38,347 | ) |   |   | (30,643 | ) |
| Valuation adjustments                                                                                            |   |        | 4,939   |   |   |   | 33 |   |   |   | (105 | ) |
| Sale of asset securitization program                                                                             |   |        | (21,714 | ) |   |   | 0 |   |   |   | 0 |   |
| Value of the I/O strip at end of year                                                                            |   | $           | 0       |   |   | $ | 19,298 |   |   | $ | 23,259 |   |
|                                                                                                             |   |        |    |   |   |   |   |   |   |   |   |   |
| (1)   Through October 30, 2009 (the date of sale of the proprietary credit card receivables programs). |   |

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|                                                                                                             |   | Year Ended  |   |
|------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
|                                                                                                             |   | January 30, |   |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                   |   | 2010(1)     |   |   | 2009 |   |   | 2008 |   |
|                                                                                                             |   |        |   |   |   |   |   |   |   |
| Value of the servicing liability at beginning of year                                                            |   | $           | 3,046  |   |   | $ | 3,038 |   |   | $ | 2,103 |   |
| Additions to the servicing liability                                                                             |   |        | 2,978  |   |   |   | 5,175 |   |   |   | 4,659 |   |
| Amortization of the servicing liability                                                                          |   |        | (3,040 | ) |   |   | (5,167 | ) |   |   | (3,724 | ) |
| Sale of asset securitization program                                                                             |   |        | (2,984 | ) |   |   | 0 |   |   |   | 0 |   |
| Value of the servicing liability at end of year                                                                  |   | $           | 0      |   |   | $ | 3,046 |   |   | $ | 3,038 |   |
|                                                                                                             |   |        |   |   |   |   |   |   |   |   |   |   |
| (1)   Through October 30, 2009 (the date of sale of the proprietary credit card receivables programs). |   |

|                                                                                                                 |   | Year Ended  |    |
|----------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                 |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                       |   | 2010(1)     |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                 |   |        |    |   |   |   |   |   |   |
| Gain on sale of receivables to the Trust                                                                             |   | $           | 19,402  |   |   | $ | 34,353 |   |   | $ | 38,129 |   |
| Amortization of the I/O strip                                                                                        |   |        | (21,925 | ) |   |   | (38,347 | ) |   |   | (30,643 | ) |
| Valuation adjustments of the I/O strip                                                                               |   |        | 4,939   |   |   |   | 33 |   |   |   | (105 | ) |
| Residual cash flow earned related to I/O interest(2)                                                            |   |        | 68,326  |   |   |   | 104,750 |   |   |   | 84,085 |   |
| Additions to the servicing liability                                                                                 |   |        | (2,978  | ) |   |   | (5,175 | ) |   |   | (4,659 | ) |
| Amortization of the servicing liability                                                                              |   |        | 3,040   |   |   |   | 5,167 |   |   |   | 3,724 |   |
| Decrease in selling, general, and administrative expenses                                                            |   | $           | 70,804  |   |   | $ | 100,781 |   |   | $ | 90,531 |   |
|                                                                                                                 |   |        |    |   |   |   |   |   |   |   |   |   |
| (1)   Through October 30, 2009 (the date of sale of the proprietary credit card receivables programs).     |   |
|                                                                                                                 |   |
| (2)   Includes servicing fees of $7,228 in Fiscal 2009, $11,258 in Fiscal 2008, and $8,211 in Fiscal 2007. |   |

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|                                                                                                             |   | Year Ended  |    |
|------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                             |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                   |   | 2010(1)     |    |   | 2009 |   |   | 2008 |   |
|                                                                                                             |   |        |    |   |   |   |   |   |   |
| Purchases/(sales) of certificates issued by the Trust                                                            |   | $           | (51,400 | ) |   | $ | (285 | ) |   | $ | 40,635 |   |
|                                                                                                             |   |        |    |   |   |   |   |   |   |   |   |   |
| (1)   Through October 30, 2009 (the date of sale of the proprietary credit card receivables programs). |   |

|                                                                                                             |   | Year Ended  |    |
|------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                             |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                   |   | 2010(1)     |    |   | 2009 |   |   | 2008 |   |
|                                                                                                             |   |        |    |   |   |   |   |   |   |
| Proceeds from sales of new receivables to QSPE                                                                   |   | $           | 530,544 |   |   | $ | 861,730 |   |   | $ | 939,888 |   |
| Collections reinvested in revolving-period securitizations                                                       |   |        | 674,185 |   |   |   | 1,065,207 |   |   |   | 804,866 |   |
| Cash flows received on retained interests                                                                        |   |        | 68,326  |   |   |   | 104,750 |   |   |   | 84,085 |   |
| Servicing fees received                                                                                          |   |        | 7,228   |   |   |   | 11,258 |   |   |   | 8,211 |   |
| Net credit losses                                                                                                |   |        | 37,035  |   |   |   | 47,669 |   |   |   | 26,838 |   |
| Investor certificates outstanding at end of year                                                                 |   |        | – |   |   |   | 544,100 |   |   |   | 628,085 |   |
| Credit card balances 90 or more days delinquent at end of year                                                   |   |        | – |   |   |   | 23,422 |   |   |   | 22,240 |   |
|                                                                                                             |   |        |    |   |   |   |   |   |   |   |   |   |
| (1)   Through October 30, 2009 (the date of sale of the proprietary credit card receivables programs). |   |

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|                                                                                  | October 30,          |   | January 31,           |
|---------------------------------------------------------------------------------------|----------------------|--------|-----------------------|
|                                                                                  | 2009(1)              |   | 2009                  |
|                                                                                  |                 |   |                  |
| Payment rate                                                                          | 11.2 – 13.8%   |   | 12.1 – 14.6%    |
| Residual cash flows discount rate                                                     | 15.5 – 16.5%   |   | 15.5 – 16.5%    |
| Net credit loss percentage                                                            | 7.25 – 12.0%   |   | 6.75 – 11.75%   |
| Average life of receivables sold                                                      | 0.6– 0.7 years |   | 0.6 – 0.7 years |
|                                                                                  |                 |   |                  |
| (1)   The date of sale of the proprietary credit card receivables programs. |

|                                                                                  |   | October 30, |    |   | January 31, |   |
|---------------------------------------------------------------------------------------|--------|-------------|---------|--------|-------------|--------|
| (In thousands)                                                                        |   | 2009(1)     |    |   | 2009        |   |
|                                                                                  |   |        |    |   |        |   |
| Trading securities:                                                                   |   |        |    |   |        |   |
| I/O Strip                                                                             |   | $           | 21,714  |   |        | $      | 19,298 |   |
| Retained interest (primarily collateralized cash)                                     |   |        | 63,683  |   |        |   | 23,755 |   |
|                                                                                  |   |        |    |   |        |   |   |   |
| Available-for-sale securities:                                                        |   |        |    |   |        |   |   |   |
| Ownership interest                                                                    |   |        | 51,250  |   |        |   | 51,400 |   |
|                                                                                  |   |        |    |   |        |   |   |   |
| Investment in asset-backed securities                                                 |   | $           | 136,647 |   |        | $      | 94,453 |   |
|                                                                                  |   |        |    |   |        |   |   |   |
| (1)   The date of sale of the proprietary credit card receivables programs. |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Year Ended  |    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | January 30, |    |   | January 31, |   |   | February 2, |   |
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 2010        |    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        |    |   |   |   |   |   |   |
| Minimum rent                                                                                                 |   | $           | 197,986 |   |   | $ | 222,457 |   |   | $ | 236,295 |   |
| Percentage rent                                                                                              |   |        | 3,422   |   |   |   | 3,666 |   |   |   | 3,867 |   |
| Other occupancy costs(1)                                                                                     |   |        | 33,599  |   |   |   | 36,389 |   |   |   | 37,255 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | $           | 235,007 |   |   | $ | 262,512 |   |   | $ | 277,417 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |        |    |   |   |   |   |   |   |   |   |   |
| (1)   Primarily real estate taxes and common area maintenance charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |

|                            |   | Year Ended  |    |   |        |   |
|---------------------------------|--------|-------------|---------|--------|-------------|--------|
|                            |   | January 29, |    |   | January 28, |   |   | February 2, |   |   | February 1, |   |   | January 31, |   |   |   |   |
|                            |   | 2011        |    |   | 2012        |   |   | 2013 |   |   | 2014 |   |   | 2015 |   |   | Thereafter |   |
|                            |   |        |    |   |        |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Minimum annual rent commitments |   | $           | 209,029 |   |        | $      | 167,381 |   |   | $ | 127,533 |   |   | $ | 93,134 |   |   | $ | 66,661 |   |   | $ | 132,257 |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Retail |      |   | Direct-to-  |   |    | Corporate |   |   |         |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|-----------|--------|-------------|--------|---------|-----------|--------|--------|--------------|--------|
| (In thousands)                                                                                                                                                                                                                                                                                                                                                                                                                          |   | Stores |      |   | Consumer(1) |   |    | and Other |   |   | Consolidated |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |      |   |        |   |    |      |   |   |         |   |
| Fiscal 2009                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |      |   |        |   |    |      |   |   |         |   |
| Net sales                                                                                               |   | $      | 1,947,588 |   |        | $      | 116,631 |      |   | $      | 383          |   |   | $ | 2,064,602 |   |
| Depreciation and amortization                                                                           |   |   | 58,340    |   |        |   | 1,219   |      |   |   | 16,743       |   |   |   | 76,302 |   |
| Income/(loss) from operations                                                                                                                                                                                                                                                                                                                                                                                                           |   |   | 66,205    |   |        |   | 2,804   |      |   |   | (156,557     | )(2)   |   |   | (87,548 | ) |
| Gain on repurchases of 1.125% Senior Convertible Notes                                                                                                                                                                                                                                                                                                                                                                                  |   |   | –   |   |        |   | – |      |   |   | 13,979       |   |   |   | 13,979 |   |
| Net interest expense and other income                                                                   |   |   | –   |   |        |   | – |      |   |   | (17,965      | )      |   |   | (17,965 | ) |
| Income tax benefit                                                                                      |   |   | –   |   |        |   | – |      |   |   | 13,572       |   |   |   | 13,572 |   |
| Loss from continuing operations                                                                         |   |   | 66,205    |   |        |   | 2,804   |      |   |   | (146,971     | )      |   |   | (77,962 | ) |
| Capital expenditures                                                                                    |   |   | 11,310    |   |        |   | 42      |      |   |   | 11,298       |   |   |   | 22,650 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| As of January 30, 2010                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Total assets                                                                                            |   | $      | 666,339   |   |        | $      | 78,519  |      |   | $      | 416,799      |   |   | $ | 1,161,657 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Fiscal 2008                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Net sales                                                                                               |   | $      | 2,306,061 |   |        | $      | 167,547 |      |   | $      | 1,290        |   |   | $ | 2,474,898 |   |
| Depreciation and amortization                                                                           |   |   | 66,327    |   |        |   | 1,477   |      |   |   | 25,937       |   |   |   | 93,741 | (4) |
| Income/(loss) from operations                                                                                                                                                                                                                                                                                                                                                                                                           |   |   | 73,250    |   |        |   | (12,141 | )         |   |   | (239,918     | )(3)   |   |   | (178,809 | ) |
| Net interest expense and other income                                                                   |   |   | –   |   |        |   | – |      |   |   | (15,030      | )      |   |   | (15,030 | ) |
| Income tax benefit                                                                                      |   |   | –   |   |        |   | – |      |   |   | 13,488       |   |   |   | 13,488 |   |
| Loss from continuing operations                                                                         |   |   | 73,250    |   |        |   | (12,141 | )         |   |   | (241,460     | )      |   |   | (180,351 | ) |
| Capital expenditures                                                                                    |   |   | 48,247    |   |        |   | 362     |      |   |   | 6,710        |   |   |   | 55,319 | (4) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| As of January 31, 2009                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Total assets                                                                                            |   | $      | 734,820   |   |        | $      | 90,450  |      |   | $      | 451,871      |   |   | $ | 1,277,141 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Fiscal 2007                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Net sales                                                                                               |   | $      | 2,600,891 |   |        | $      | 120,593 |      |   | $      | 978          |   |   | $ | 2,722,462 |   |
| Depreciation and amortization                                                                           |   |   | 70,971    |   |        |   | 1,392   |      |   |   | 22,107       |   |   |   | 94,470 | (4) |
| Income/(loss) from operations                                                                           |   |   | 192,499   |   |        |   | (1,059  | )         |   |   | (175,109     | )(5)   |   |   | 16,331 |   |
| Net interest expense and other income                                                                   |   |   | –   |   |        |   | – |      |   |   | (9,256       | )      |   |   | (9,256 | ) |
| Income tax provision                                                                                    |   |   | –   |   |        |   | – |      |   |   | (11,238      | )      |   |   | (11,238 | ) |
| Extraordinary item, net of income taxes                                                                 |   |   | –   |   |        |   | – |      |   |   | 912          |   |   |   | 912 |   |
| Loss from continuing operations                                                                         |   |   | 192,499   |   |        |   | (1,059  | )         |   |   | (194,691     | )      |   |   | (3,251 | ) |
| Capital expenditures                                                                                    |   |   | 109,510   |   |        |   | 1,092   |      |   |   | 24,812       |   |   |   | 135,414 | (4) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| As of February 2, 2008                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Total assets                                                                                            |   | $      | 887,862   |   |        | $      | 104,509 |      |   | $      | 496,947      |   |   | $ | 1,489,318 | (6) |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| (1)    Includes LANE BRYANT WOMAN catalog and SHOETRADER.COM, which were discontinued during the second quarter of Fiscal 2009.                                                                                                                                                                                                                                                                                          |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| (2)   Includes impairment of store assets of $15,741 and restructuring and other costs of $31,719(see “NOTE 13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMARKS” and“NOTE 14. RESTRUCTURING AND OTHER CHARGES” above).                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| (3)   Includes impairment of store assets goodwill, and trademarks of $81,498 and restructuring and other costs of $33,145.                                                                                                                                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| (4)   Excludes $776 of depreciation and amortization and $481 of capital expenditures in Fiscal 2008, and $2,823 of depreciation and amortization and $2,295 of capital expenditures in Fiscal 2007 related to our discontinued operations.                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| (5)   Includes impairment of store assets and goodwill of $27,197 and restructuring charges of $5,332.                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| (6)   Excludes assets related to our discontinued operations of $121,695.                                                                                                                                                                                                                                                                                                                                                     |   |

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|                                                                                                                                                                                                                                  |   |    |   |   | Fair Value Method Used |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|--------|------------------------|--------|
| (In thousands)                                                                                                                                                                                                                        |   | Balance |   |   | Level 2                |   |   | Level 3(1) |   |
|                                                                                                                                                                                                                                  |   |    |   |   |                   |   |   |   |   |
| January 30, 2010                                                                                                                                                                                                                      |   |    |   |   |                   |   |   |   |   |
| Assets                                                                                                                                                                                                                                |   |    |   |   |                   |   |   |   |   |
| Available-for-sale securities(2)                                                                                                                                                                                                 |   | $       | 200    |   |                   | $      | 200 |   |   |   |   |
|                                                                                                                                                                                                                                  |   |    |   |   |                   |   |   |   |   |   |   |
| January 31, 2009                                                                                                                                                                                                                      |   |    |   |   |                   |   |   |   |   |   |   |
| Assets                                                                                                                                                                                                                                |   |    |   |   |                   |   |   |   |   |   |   |
| Available-for-sale securities(2)                                                                                                                                                                                                 |   | $       | 6,398  |   |                   | $      | 6,398 |   |   |   |   |
| Certificates and retained interests in securitized receivables                                                                                                                                                                        |   |    | 94,453 |   |                   |   |   |   |   | $ | 94,453 |   |
|                                                                                                                                                                                                                                  |   |    |   |   |                   |   |   |   |   |   |   |   |
| Liabilities                                                                                                                                                                                                                           |   |    |   |   |                   |   |   |   |   |   |   |   |
| Servicing liability                                                                                                                                                                                                                   |   |    | 3,046  |   |                   |   |   |   |   |   | 3,046 |   |
| ____________________                                                                                                                                                                                                                  |   |
| (1)    Fair value is estimated based on internally-developed models or methodologies utilizing significant inputs that are unobservable from objective sources.                                                             |   |
|                                                                                                                                                                                                                                  |   |
| (2)    Unrealized gains and losses on our available-for-sale securities are included in stockholders’ equity until realized and realized gains and losses are recognized in income when the securities are sold. |   |

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|                                                                                  |   | Retained  |     |   | Servicing |   |
|---------------------------------------------------------------------------------------|--------|-----------|----------|--------|-----------|--------|
| (In thousands)                                                                        |   | Interests |     |   | Liability |   |
|                                                                                  |   |      |     |   |      |   |
| Balance February 2, 2008                                                              |   | $         | 115,912  |   |      | $      | 3,038 |   |
| Additions to I/O strip and servicing liability                                        |   |      | 34,353   |   |      |   | 5,175 |   |
| Net reductions to other retained interests                                            |   |      | (17,213  | )      |      |   | – |   |
| Net reductions and maturities of QSPE certificates                                    |   |      | (285     | )      |      |   | – |   |
| Amortization of the I/O strip and servicing liability                                 |   |      | (38,347  | )      |      |   | (5,167 | ) |
| Valuation adjustments to the I/O strip and servicing liability                        |   |      | 33       |   |      |   | 0 |   |
| Balance, January 31, 2009                                                             |   | $         | 94,453   |   |      | $      | 3,046 |   |
| Additions to I/O strip and servicing liability                                        |   |      | 19,402   |   |      |   | 2,978 |   |
| Net additions to other retained interests                                             |   |      | 39,928   |   |      |   | – |   |
| Net reductions and maturities of QSPE certificates                                    |   |      | (150     | )      |      |   | – |   |
| Amortization of the I/O strip and servicing liability                                 |   |      | (21,925  | )      |      |   | (3,040 | ) |
| Valuation adjustments to the I/O strip and servicing liability                        |   |      | 4,939    |   |      |   | 0 |   |
| Sale of asset securitization program assets and liabilities                           |   |      | (136,647 | )      |      |   | (2,984 | ) |
| Balance, October 30, 2009(1)                                                          |   | $         | 0        |   |      | $      | 0 |   |
|                                                                                  |   |      |     |   |      |   |   |   |
| (1)   The date of sale of the proprietary credit card receivables programs. |   |

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|                                     |   | January 30, 2010 |    |   | January 31, 2009 |   |
|------------------------------------------|--------|------------------|---------|--------|------------------|--------|
|                                     |   | Carrying         |    |   | Fair             |   |   | Carrying |   |   | Fair |   |
| (In thousands)                           |   | Amount           |    |   | Value            |   |   | Amount |   |   | Value |   |
|                                     |   |             |    |   |             |   |   |   |   |   |   |   |
| Assets:                                  |   |             |    |   |             |   |   |   |   |   |   |   |
| Cash and cash equivalents                |   | $                | 186,580 |   |             | $      | 186,580 |   |   | $ | 93,759 |   |   | $ | 93,759 |   |
| Available-for-sale securities            |   |             | 200     |   |             |   | 200 |   |   |   | 6,398 |   |   |   | 6,398 |   |
| Investment in asset-backed securities    |   |             | 0       |   |             |   | 0 |   |   |   | 94,453 |   |   |   | 94,453 |   |
|                                     |   |             |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| Liabilities:                             |   |             |    |   |             |   |   |   |   |   |   |   |   |   |   |   |
| 1.125% Senior Convertible Notes due 2014 |   |             | 147,531 |   |             |   | 141,279 |   |   |   | 202,087 |   |   |   | 75,295 |   |
| 6.07% mortgage note, due October 2014    |   |             | 9,777   |   |             |   | 9,068 |   |   |   | 10,419 |   |   |   | 9,617 |   |
| 6.53% mortgage note, due November 2012   |   |             | 3,850   |   |             |   | 3,763 |   |   |   | 5,250 |   |   |   | 5,094 |   |
| 7.77% mortgage note, due December 2011   |   |             | 6,549   |   |             |   | 6,560 |   |   |   | 7,249 |   |   |   | 7,227 |   |
| Other long-term debt                     |   |             | 0       |   |             |   | 0 |   |   |   | 422 |   |   |   | 399 |   |

|                                                                                                                                                                                                                          |   | First   |    |   | Second  |   |    | Third   |   |   | Fourth  |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|---------|--------|---------|--------|---------|---------|--------|--------|---------|--------|
| (In thousands, except per share amounts)                                                                                                                                                                                      |   | Quarter |    |   | Quarter |   |    | Quarter |   |   | Quarter |   |
|                                                                                                                                                                                                                          |   |    |    |   |    |   |    |    |   |   |    |   |
| Fiscal Year Ended January 30, 2010                                                                                                                                                                                            |   |    |    |   |    |   |    |    |   |   |    |   |
| Net sales                                                                                                                                                                                                                     |   | $       | 538,136 |   |    | $      | 527,217 |    |   | $      | 460,237 |   |   | $ | 539,012 |   |
| Gross profit                                                                                                                                                                                                                  |   |    | 287,575 |   |    |   | 263,859 |    |   |   | 236,816 |   |   |   | 235,367 |   |
| Net income/(loss)                                                                                                                                                                                                             |   |    | (6,561  | )(1)   |    |   | 4,983   | (2)     |   |   | (48,362 | )(3)   |   |   | (28,022 | )(4) |
| Basic net income/(loss)loss per share                                                                                                                                                                                         |   |    | (0.06   | )(1)   |    |   | 0.04    | (2)     |   |   | (0.42   | )(3)   |   |   | (0.24 | )(4) |
| Diluted net income/(loss) per share                                                                                                                                                                                           |   |    | (0.06   | )(1)   |    |   | 0.04    | (2)     |   |   | (0.42   | )(3)   |   |   | (0.24 | )(4) |
| ____________________                                                                                                                                                                                                          |   |
| (1)  Includes restructuring and other charges of $8,705 ($(0.08) per diluted share). See “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above.                                                         |   |
|                                                                                                                                                                                                                          |   |
| (2)  Includes restructuring and other charges of $7,768 ($(0.07) per diluted share). See “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above.                                                         |   |
|                                                                                                                                                                                                                          |   |
| (3)  Includes restructuring and other charges of $14,746 ($(0.13) per diluted share). See “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above.                                                        |   |
|                                                                                                                                                                                                                          |   |
| (4)  Includes store impairment charges of $15,741 ($(0.14) per diluted share) and restructuring charges of $500 ($(0.00) per diluted share). See “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above. |   |

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|                                                                                                                                                                                                                                                                                                                                                                                                          |   | First   |    |   | Second  |   |    | Third   |   |   | Fourth  |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|---------|--------|---------|--------|---------|---------|--------|--------|---------|--------|
| (In thousands, except per share amounts)                                                                                                                                                                                                                                                                                                                                                                      |   | Quarter |    |   | Quarter |   |    | Quarter |   |   | Quarter |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |    |    |   |    |   |    |    |   |   |    |   |
| Fiscal Year Ended January 31, 2009                                                                                                                                                                                                                                                                                                                                                                            |   |    |    |   |    |   |    |    |   |   |    |   |
| Net sales                                                                                                                                                                                                                                                                                                                                                                                                     |   | $       | 641,346 |   |    | $      | 648,616 |    |   | $      | 553,066 |   |   | $ | 631,870 |   |
| Gross profit(1)                                                                                                                                                                                                                                                                                                                                                                                          |   |    | 326,919 |   |    |   | 302,830 |    |   |   | 253,871 |   |   |   | 263,891 |   |
| Loss from continuing operations                                                                                                                                                                                                                                                                                                                                                                               |   |    | (949    | )(2)   |    |   | (5,523  | )(3)    |   |   | (59,886 | )(4)   |   |   | (113,993 | )(5) |
| Loss from discontinued operations                                                                                                                                                                                                                                                                                                                                                                             |   |    | (45,894 | )(6)   |    |   | (5,153  | )       |   |   | (23,875 | )      |   |   | 0 |   |
| Net loss                                                                                                                                                                                                                                                                                                                                                                                                      |   |    | (46,843 | )(2)   |    |   | (10,676 | )(3)    |   |   | (83,761 | )(4)   |   |   | (113,993 | )(5) |
| Basic net loss per share:                                                                                                                                                                                                                                                                                                                                                                                     |   |    |    |   |    |   |    |    |   |   |    |   |   |   |   |   |
| Continuing operations                                                                                                                                                                                                                                                                                                                                                                                         |   | $       | (0.01   | )(2)   |    | $      | (0.05   | )(3)    |   | $      | (0.52   | )(4)   |   | $ | (0.99 | )(5) |
| Discontinued operations                                                                                                                                                                                                                                                                                                                                                                                       |   |    | (0.40   | )(6)   |    |   | (0.05   | )       |   |   | (0.21   | )      |   |   | 0.00 |   |
| Net loss(7)                                                                                                                                                                                                                                                                                                                                                                                              |   |    | (0.41   | )(2)   |    |   | (0.09   | )(3)    |   |   | (0.73   | )(4)   |   |   | (0.99 | )(5) |
| Diluted net loss per share:                                                                                                                                                                                                                                                                                                                                                                                   |   |    |    |   |    |   |    |    |   |   |    |   |   |   |   |   |
| Continuing operations                                                                                                                                                                                                                                                                                                                                                                                         |   |    | (0.01   | )(2)   |    |   | (0.05   | )(3)    |   |   | (0.52   | )(4)   |   |   | (0.99 | )(5) |
| Discontinued operations                                                                                                                                                                                                                                                                                                                                                                                       |   |    | (0.40   | )(6)   |    |   | (0.05   | )       |   |   | (0.21   | )      |   |   | 0.00 |   |
| Net loss(7)                                                                                                                                                                                                                                                                                                                                                                                              |   |    | (0.41   | )(2)   |    |   | (0.09   | )(3)    |   |   | (0.73   | )(4)   |   |   | (0.99 | )(5) |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                          |   |
| (1)   Includes reclassifications to conform to the current-year presentation (see “NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES; Reclassifications” above).                                                                                                                                                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| (2)   Includes restructuring charges of $3,611 ($2,257 after tax or $(0.02) per diluted share). See “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above.                                                                                                                                                                                                                         |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| (3)   Includes restructuring and other charges of $14,945 ($9,341after tax or $(0.08) per diluted share). See “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above.                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| (4)   Includes store impairment charges of $20,216 ($(0.18) per diluted share) and restructuring and other charges of $6,391 ($(0.06) per diluted share). See “NOTE 13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMARKS” and “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above.                                                                          |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| (5)   Includes store impairment charges of $16,576 ($(0.14) per diluted share), goodwill and trademark impairment charges of $44,706 ($(0.39) per diluted share), and restructuring charges of $8,198 ($(0.07) per diluted share). See “NOTE 13. IMPAIRMENT OF STORE ASSETS, GOODWILL, AND TRADEMARKS” and “NOTE 14. RESTRUCTURING AND OTHER CHARGES” above. |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| (6)   The loss from discontinued operations for the first quarter includes an estimated loss on disposition of $39,170 ($(0.34) per diluted share), net of a tax benefit of $6,081.                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| (7)   Results may not add due to rounding.                                                                                                                                                                                                                                                                                                                                                          |   |

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|                                                                        | Page   |
|-----------------------------------------------------------------------------|--------|
| (a)(1)  Financial Statements                                      |   |
|                                                                        |   |
| Management’s Report on Internal Control over Financial Reporting      | 77     |
|                                                                        |   |
| Report of Independent Registered Public Accounting Firm on Internal Control |   |
| Over Financial Reporting                                                    | 78-79  |
|                                                                        |   |
| Report of Independent Registered Public Accounting Firm                     | 80     |
|                                                                        |   |
| Consolidated Balance Sheets – January 30, 2010 and January 31, 2009   | 81     |
|                                                                        |   |
| Consolidated Statements of Operations and Comprehensive Income –      |   |
| Years Ended January 30, 2010, January 31, 2009, and February 2, 2008        | 82     |
|                                                                        |   |
| Consolidated Statements of Stockholders’ Equity – Years Ended   |   |
| January 30, 2010, January 31, 2009, and February 2, 2008                    | 83-84  |
|                                                                        |   |
| Consolidated Statements of Cash Flows – Years Ended                   |   |
| January 30, 2010, January 31, 2009, and February 2, 2008                    | 85-86  |
|                                                                        |   |
| Notes to Consolidated Financial Statements                                  | 87     |
|                                                                        |   |
|                                                                        |   |
| (a)(2)  Financial Statement Schedules                             |   |
|                                                                        |   |
| Schedule II.  Valuation and Qualifying Accounts and Reserves      | 186    |

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| 2.1    | Covenant Agreement, dated as of August 16, 2001, between Charming Shoppes, Inc. and Limited Brands, Inc., incorporated by reference to Form 8-K of the Registrant dated August 16, 2001, filed on August 31, 2001 (File No. 000-07258, Exhibit 2.3).                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.2    | Master Sublease, dated as of August 16, 2001, between Limited Brands, Inc. and Lane Bryant, Inc., incorporated by reference to Form 8-K of the Registrant dated August 16, 2001, filed on August 31, 2001 (File No. 000-07258, Exhibit 2.4).                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.3    | Stock Purchase Agreement dated May 19, 2005 by and among Chestnut Acquisition Sub, Inc., Crosstown Traders, Inc., the Securityholders of Crosstown Traders, Inc. whose names are set forth on the signature pages thereto and J.P. Morgan Partners (BHCA), L.P., as the Sellers’ Representative, incorporated by reference to Form 8-K of the Registrant dated June 2, 2005, filed on June 8, 2005 (File No. 000-07258, Exhibit 2.1). |

| 3.1    | Restated Articles of Incorporation, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 2, 2008 (File No. 000-07258, Exhibit 3.1).     |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                     |
| 3.2    | By-Laws, as Amended and Restated, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2009 (File No. 000-07258, Exhibit 3.2). |

| 4.1    | Amended and Restated Rights Agreement, dated as of February 1, 2001, between Charming Shoppes, Inc. and American Stock Transfer & Trust Company, as Rights Agent, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit 4.1). |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                         |
| 4.2    | Registration Agreement, dated as of August 16, 2001, between Charming Shoppes, Inc. and Limited Brands, Inc., incorporated by reference to Form 8-K of the Registrant dated August 16, 2001, filed on August 31, 2001 (File No. 000-07258, Exhibit 4.1).                                                     |
|   |                                                                                                                                                                                                                                                                                                         |

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| 4.3    | Second Amended and Restated Loan and Security Agreement, dated July 28, 2005, by and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc., and Crosstown Traders, Inc. as borrowers; a syndicate of banks and other financial institutions as lenders, including Wachovia Bank, National Association as agent for the lenders; and certain of the Company’s subsidiaries as guarantors, incorporated by reference to Form 8-K of the Registrant dated July 28, 2005, filed on August 3, 2005 (File No. 000-07258, Exhibit 10.1).                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.4    | Amendment No. 1, dated as of May 17, 2006, to Second Amended and Restated Loan and Security Agreement, dated July 28, 2005, by and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc., and Crosstown Traders, Inc. as borrowers; a syndicate of banks and other financial institutions as lenders, including Wachovia Bank, National Association as agent for the lenders; and certain of the Company’s subsidiaries as guarantors, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 29, 2006 (File No. 000-07258, Exhibit 99.1). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.5    | Indenture between the Company and Wells Fargo Bank, National Association, dated as of April 30, 2007, incorporated by reference to Form 8-K of the Registrant dated April 30, 2007, filed on May 3, 2007 (File No. 000-07258, Exhibit 4.1).                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.6    | Form of 1.125% Senior Convertible Note due 2014 (included in Exhibit 4.5).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.7    | Third Amended and Restated Loan and Security Agreement, dated July 31, 2009, by and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, and Lane Bryant, Inc. as borrowers; a syndicate of banks and other financial institutions as lenders, including Wells Fargo Retail Finance, LLC as agent for the lenders; and certain of the Company’s subsidiaries as guarantors, incorporated by reference to Form 8-K of the Registrant dated July 31, 2009, filed on August 6, 2009 (File No. 000-07258, Exhibit 4.1).                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.8    | Amendment No. 1 to Third Amended and Restated Loan and Security Agreement, dated as of December 19, 2009, by and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc., those certain subsidiaries parties as guarantors, the financial institutions from time to time parties as lenders, and Wells Fargo Retail Finance, LLC, a Delaware limited liability company, in its capacity as agent for lenders.                                                                                                                                                                   |

| 10.1.1 | Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National Bank as Trustee, incorporated by reference to Form 8-K of Charming Shoppes Master Trust and Charming Shoppes Receivables Corp., dated July 22, 1999 (File No. 333-71757, Exhibit No. 4.1). |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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| 10.1.2 | Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated May 8, 2001, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.7).                                                                                                                                                                                                                                                                                                                                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.3 | Fourth Amendment, dated as of August 5, 2004, to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended on July 22, 1999 and on May 8, 2001, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association (formerly known as First Union National Bank) as Trustee, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.4).                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.4 | Amendment, dated as of March 18, 2005, to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended on July 22, 1999, May 8, 2001, and August 5, 2004, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2005 (File No. 000-07258, Exhibit 10.1.3).                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.5 | Amendment dated as of October 17, 2007 to Second Amended and Restated Pooling and Servicing Agreement dated as of November 25, 1997 and heretofore amended among Charming Shoppes Receivables Corp. (“CSRC”), Spirit of America, Inc. (“SOAI”), and U.S. Bank National Association, as Trustee (“Trustee”), incorporated by reference to Form 8-K of the Registrant dated October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit 10.1).                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.6 | Sixth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated October 30, 2009, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.2).                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.7 | Series 1999-1 Supplement, dated as of July 22, 1999, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National Bank, as Trustee, for $150,000,000 Charming Shoppes Master Trust Asset-Backed Certificates Series 1999-1, incorporated by reference to Form 8-K of Charming Shoppes Master Trust and Charming Shoppes Receivables Corp., dated July 22, 1999 (File No. 333-71757, Exhibit No. 4.2). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.8 | Receivables Purchase Agreement, dated as of May 28, 1999, among Charming Shoppes Seller, Inc. as Seller, Spirit of America, Inc., as Servicer, Clipper Receivables Corporation, as Purchaser, State Street Capital Corporation, as Administrator, and State Street Bank & Trust Company, as Relationship Bank, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.1.4).                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.9 | Series 1999-2 Supplement, dated as of May 28, 1999, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National Bank, as Trustee, for $55,750,000 Charming Shoppes Master Trust Asset-Backed Certificates Series 1999-2, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2000 (File No. 000-07258, Exhibit 10.1.23).                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

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| 10.1.10 | Series 1999-2 Payoff and Release Agreement, dated October 25, 2009, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.4).                                                                                                                                                                                                                                                                                                                                                 |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.11 | Letter Agreement, dated as of March 13, 2009 to Certificate Purchase Agreement, dated as of May 28, 1999 (as amended), among Charming Shoppes Receivables Corp., as Seller and Class B Purchaser, Spirit of America, Inc. as Servicer, Clipper Receivables Company, LLC as Class A Purchaser, and State Street Global Markets, LLC, as Administrator for the Class A Purchaser, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2009 (File No. 000-07258, Exhibit 3.2).                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.12 | Series 2000-VFC Supplement, dated as of November 9, 2000, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National Bank, as Trustee, on behalf of the Series 2000-VFC Certificateholders, for up to $60,122,700 Charming Shoppes Master Trust Series 2000-VFC, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit 10.1.16). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.13 | Certificate Purchase Agreement, dated as of November 9, 2000, among Charming Shoppes Receivables Corp. as Seller and as the Class B Purchaser, Spirit of America, Inc. as Servicer, Monte Rosa Capital Corporation as the Conduit Purchaser, and ING Baring (U.S.) Capital Markets LLC as Administrator for the Conduit Purchaser, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit 10.1.17).                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.14 | Purchase Agreement dated as of March 14, 2005 between Citibank USA, N.A., Spirit of America National Bank and Catherines, Inc., incorporated by reference to Form 8-K of the Registrant dated March 18, 2005, filed on March 22, 2005 (File No. 000-07258, Exhibit 99).                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.15 | Credit Card Processing Agreement, among World Financial Network National Bank, Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated as of January 31, 1996, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.1.9).                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.16 | Amendment to Credit Card Processing Agreement, among World Financial Network National Bank, Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated as of January 28, 2005, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2005 (File No. 000-07258, Exhibit 10.1.12).                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.17 | Purchase Agreement dated as of October 31, 2007 between World Financial Network National Bank, Spirit of America National Bank, Lane Bryant, Inc., Sierra Nevada Factoring, Inc., and Charming Shoppes Outlet Stores, LLC, incorporated by reference to Form 8-K of the Registrant dated October 31, 2007, filed on November 5, 2007 (File No. 000-07258, Exhibit 99.1).                                                                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.18 | Purchase and Sale Agreement, among Spirit of America National Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser, dated as of November 25, 1997, incorporated by reference to Form S-1/A of Charming Shoppes Receivables Corp. (File No. 333-71757, Exhibit 10.1(a)).                                                                                                                                                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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| 10.1.19 | First Amendment to Purchase and Sale Agreement, among Spirit of America National Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser, dated as of July 22, 1999, incorporated by reference to Form 8-K of Charming Shoppes Receivables Corp. (File No. 333-71757, Exhibit 10.1).                                                                                                                                                                                                                                                                                |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.20 | Second Amendment to Purchase and Sale Agreement among Spirit of America National Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser, dated November 9, 2000, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.5).                                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.21 | Third Amendment to Purchase and Sale Agreement among Spirit of America National Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser, dated May 8, 2001, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.6).                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.22 | Series 2002-1 Supplement, dated as of November 20, 2002, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997, as amended on July 22, 1999 and on May 8, 2001, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association, as Trustee, for $100,000,000 Charming Shoppes Master Trust Asset-Backed Certificates Series 2002-1, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.1). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.23 | Charming Shoppes Master Trust $63,500,000 Fixed Rate Class A Asset Backed Certificates, Series 2002-1 and $16,500,000 Fixed Rate Class B Asset Backed Certificates, Series 2002-1 Certificate Purchase Agreement, dated as of November 22, 2002, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.2).                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.24 | Certificate Purchase Agreement, dated as of November 22, 2002, among Wachovia Bank, National Association, as Trustee, Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and The Class C Holders described therein, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.3).                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.25 | Certificate Purchase Agreement, dated as of November 22, 2002, among Wachovia Bank, National Association, as Trustee, Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and The Class D Holders described therein, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.4).                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.26 | $14,000,000 Promissory Note, dated October 2002, between White Marsh Distribution, LLC, as Borrower, and General Electric Capital Business Asset Funding Corporation, as Payee and Holder, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.5).                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.27 | Commercial Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing, made as of October 2002, among the Grantor, White Marsh Distribution, LLC, as Borrower, in favor of James M. Smith, as Trustee, for the benefit of the Beneficiary, General Electric Capital Business Asset Funding Corporation, as Lender, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.6).                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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| 10.1.28 | Certificate Purchase Agreement, dated as of January 21, 2004, among Charming Shoppes Receivables Corp., as Seller and as the Class B Purchaser, Spirit of America, Inc., as Servicer, Sheffield Receivables Corporation, as the Conduit Purchaser, and Barclay’s Bank PLC as Administrator for the Conduit Purchaser, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2004 (File No. 000-07258, Exhibit 10.1.17).                                                                                                                                                                                      |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.29 | Series 2004-VFC Supplement, dated as of January 21, 2004, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997 and amended as of July 22, 1999 and as of May 8, 2001, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association, as Trustee on behalf of the Series 2004-VFC Certificateholders, for up to $132,000,000 Charming Shoppes Master Trust Asset-Backed Certificates Series 2004-VFC, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2004 (File No. 000-07258, Exhibit 10.1.18). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.30 | Series 2004-1 Supplement, dated as of August 5, 2004, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997 (as amended on July 22, 1999, on May 8, 2001 and on August 5, 2004), among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association, as Trustee, on behalf of the Series 2004-1 Certificateholders, for $180,000,000 Charming Shoppes Master Trust Series 2004-1, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.5).                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.31 | Second Amendment dated as of November 14, 2008 to Series 2004-VFC Supplement, dated as of January 21, 2004, among Charming Shoppes Receivables Corp, as Seller, Spirit of America, Inc., as Servicer, and U.S. Bank National Association, as successor in interest to Wachovia Bank, National Association, as Trustee, and consented to by Barclays Bank, PLC., incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 1, 2008 (File No. 000-07258, Exhibit 10.23).                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.32 | Series 2004-VFC Payoff and Release Agreement, dated October 25, 2009, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.3).                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.33 | Certificate Purchase Agreement, dated as of July 21, 2004, among Charming Shoppes Receivables Corp., Fashion Service Corp., Spirit of America, Inc., and Barclay’s Capital Inc. (as representative of the Initial Purchasers), incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.6).                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.34 | Certificate Purchase Agreement, dated as of August 5, 2004, among Wachovia Bank, National Association as Trustee, Charming Shoppes Receivables Corp. as Seller, Spirit of America, Inc. as Servicer, and Clipper Receivables Company LLC as Initial Class C Holder, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.7).                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.35 | Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of October 6, 2004, between FB Distro Distribution Center, LLC, as Mortgagor, and BankAtlantic Commercial Mortgage Capital, LLC, as Mortgagee, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.9).                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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Table of Contents

| 10.1.36 | $13,000,000 Mortgage Note, dated October 6, 2004, between FB Distro Distribution Center, LLC, as Maker, and BankAtlantic Commercial Mortgage Capital, LLC, as Payee, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.10).                                                                                                                                                                    |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.37 | Guaranty, executed as of October 6, 2004, by Charming Shoppes, Inc., as Guarantor, for the benefit of BankAtlantic Commercial Mortgage Capital, LLC, as Lender, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.11).                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.38 | Hazardous Substances Indemnity Agreement, dated October 6, 2004, by FB Distro Distribution Center, LLC and by Charming Shoppes, Inc., jointly and severally as Indemnitors, in favor of BankAtlantic Commercial Mortgage Capital, LLC, as Holder, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.12).                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.39 | Amended and Restated Class D Certificate Purchase Agreement, dated as of August 25, 2004, among Wachovia Bank, National Association as Trustee, Charming Shoppes Receivables Corp. as Seller and as Initial Class D-1 Holder, Spirit of America, Inc. as Servicer, and Clipper Receivables Company LLC, as the Class D-1 Holder, incorporated by reference to Form 8-K of the Registrant dated August 24, 2004, filed on August 27, 2004 (File No. 000-07258, Exhibit 99.1). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.40 | Amended and Restated Certificate Purchase Agreement, dated as of November 22, 2004 and Amended and Restated as of November 18, 2004, among Wachovia Bank, National Association as Trustee, Charming Shoppes Receivables Corp. as Seller, Spirit of America, Inc. as Servicer, and the Class D-2 Certificateholders Described Herein, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.13).    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.41 | Series 2007-1 Supplement dated as of October 17, 2007 to the Second Amended and Restated Pooling and Servicing Agreement dated as of November 25, 1997 and heretofore amended among CSRC, SOAI and Trustee, incorporated by reference to Form 8-K of the Registrant dated October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit 10.2).                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.42 | Class A, Class M, and Class B Certificate Purchase Agreement dated as of October 10, 2007 among CSRC, SOAI, Barclays Capital, Inc. and Fashion Service Corp, incorporated by reference to Form 8-K of the Registrant dated October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit 10.3).                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.43 | Class C Purchase Agreement dated as of October 17, 2007 among CSRC, SOAI, Trustee, Galleon Capital, LLC, and Clipper Receivables Company, LLC, incorporated by reference to Form 8-K of the Registrant dated October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit 10.4).                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.44 | Amended and Restated Receivables Purchase Agreement, dated as of June 2, 2005, among Catalog Receivables LLC as Seller, Spirit of America, Inc. as Servicer, Sheffield Receivables Corporation as Purchaser, and Barclays Bank PLC as Administrator, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258, Exhibit 10.1.31).                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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| 10.1.45 | Amendment, dated as of May 15, 2008, to Amended and Restated Receivables Purchase Agreement dated as of June 2, 2005, by and among Catalog Receivables LLC as seller; Spirit of America, Inc. as servicer; Sheffield Receivables Corporation as Purchaser; and Barclays Bank PLC as administrator for the Purchaser, incorporated by reference to Form 10-Q of the Registrant for the quarter ended May 3, 2008 (File No. 000-07258, Exhibit 10.10).                                                                |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.46 | Letter Agreement, dated as of May 16, 2008, to Certificate Purchase Agreement, dated as of May 28, 1999, as amended, among Charming Shoppes Receivables Corp., as Seller and Class B Purchaser; Spirit of America, Inc., as Servicer; Clipper Receivables Company, LLC, as Class A Purchaser; and State Street Global Markets, LLC, as Administrator for the Class A Purchaser, incorporated by reference to Form 10-Q of the Registrant for the quarter ended May 3, 2008 (File No. 000-07258, Exhibit 10.11).     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.47 | Letter Agreement, dated as of June 20, 2008, to Certificate Purchase Agreement, dated as of May 28, 1999, as amended, among Charming Shoppes Receivables Corp., as Seller and Class B Purchaser; Spirit of America, Inc., as Servicer; Clipper Receivables Company, LLC, as Class A Purchaser; and State Street Global Markets, LLC, as Administrator for the Class A Purchaser, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 2, 2008 (File No. 000-07258, Exhibit 10.12). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.48 | Registration Rights Agreement among the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., dated as of April 30, 2007, incorporated by reference to Form 8-K of the Registrant dated April 30, 2007, filed on May 3, 2007 (File No. 000-07258, Exhibit 10.1).                                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.49 | Convertible Bond Hedge Transaction Confirmation entered into by and between the Company and Bank of America, N.A., dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.1).                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.50 | Convertible Bond Hedge Transaction Confirmation entered into by and between the Company and JPMorgan Chase Bank, National Association, dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.2).                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.51 | Convertible Bond Hedge Transaction Confirmation entered into by and between the Company and Wachovia Bank, National Association, dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.3).                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.52 | Issuer Warrant Transaction Confirmation entered into by and between the Company and Bank of America, N.A., dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.4).                                                                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.53 | Issuer Warrant Transaction Confirmation entered into by and between the Company and JPMorgan Chase Bank, National Association, dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.5).                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.54 | Issuer Warrant Transaction Confirmation entered into by and between the Company and Wachovia Bank, National Association, dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.6).                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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| 10.1.55 | Settlement Agreement by and between Charming Shoppes, Inc. and The Charming Shoppes Full Value Committee dated as of May 8, 2008, incorporated by reference to Form 8-K of the Registrant dated May 8, 2008, filed on May 9, 2008 (File No. 000-07258, Exhibit 10.1).                                                                                                                             |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.56 | Stock Purchase Agreement dated as of August 25, 2008 by and between Crosstown Traders, Inc., Norm Thompson Outfitters, Inc., Charming Shoppes, Inc. and the other persons listed on the signature page thereto, incorporated by reference to Form 8-K of the Registrant dated August 25, 2008, filed on August 28, 2008 (File No. 000-07258, Exhibit 10.1).*                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.57 | Purchase Agreement dated as of August 25, 2008 between Spirit of America National Bank and World Financial Network National Bank, incorporated by reference to Form 8-K of the Registrant dated August 25, 2008, filed on August 28, 2008 (File No. 000-07258, Exhibit 10.2).*                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.58 | Private Label Credit Card Plan Agreement dated as of August 25, 2008 by and between Arizona Mail Order Company, Inc. and Spirit of America National Bank, incorporated by reference to Form 8-K of the Registrant dated August 25, 2008, filed on August 28, 2008 (File No. 000-07258, Exhibit 10.3).*                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.59 | Amendment No. 1 to Stock Purchase Agreement dated as of September 18, 2008 by and among Crosstown Traders, Inc. and Norm Thompson Outfitters, Inc., incorporated by reference to Form 8-K of the Registrant dated September 18, 2008, filed on September 19, 2008 (File No. 000-07258, Exhibit 10.2).*                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.60 | Transition Services Agreement dated as of September 18, 2008 by and between Charming Shoppes of Delaware, Inc. and Arizona Mail Order Company, incorporated by reference to Form 8-K of the Registrant dated September 18, 2008, filed on September 19, 2008 (File No. 000-07258, Exhibit 10.3).*                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.61 | Purchase Agreement dated as of August 12, 2009 among SOANB and CSRC, as sellers, SOAI, and WFNNB, as purchaser, incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.1).                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.62 | Private Label Credit Card Plan Agreement for Lane Bryant and Petite Sophisticate dated as of August 12, 2009 between WFNNB and Lane Bryant, Inc., Petite Sophisticate, Inc., Outlet Division Management Co., Inc., and Sierra Nevada Factoring, Inc., incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.2). |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.63 | Private Label Credit Card Plan Agreement for Fashion Bug dated as of August 12, 2009 between WFNNB and Fashion Bug Retail Companies, Inc. and Sierra Nevada Factoring, Inc., incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.3).                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.64 | Private Label Credit Card Plan Agreement for Catherines dated as of August 12, 2009 among WFNNB, Catherines Stores Corporation, and Sierra Nevada Factoring, Inc., incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.4).                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.65 | Agreement Regarding CHRS Subsidiary Private Label Plans dated as of August 12, 2009 between CSI and WFNNB, incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.5).                                                                                                                                            |
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| 10.1.66                                                                                                       | Fourth Amendment to the Purchase and Sale Agreement, dated October 30, 2009, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.1). |
|---------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                          |                                                                                                                                                                                                                       |
| *  Schedules and attachments have been omitted but will be provided to the Commission upon request. |
|                                                                                                          |

| 10.2.1  | The 1988 Key Employee Stock Option Plan of Charming Shoppes, Inc., as amended and restated January 25, 2006, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258, Exhibit 10.2.1).              |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                |
| 10.2.2  | Form of Charming Shoppes, Inc. 1988 Key Employee Stock Option Plan Key Employee Stock Option Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258, Exhibit 10.2.2).                   |
|    |                                                                                                                                                                                                                                                                |
| 10.2.3  | The Charming Shoppes, Inc. Non-Employee Directors Compensation Program, As Amended and Restated, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 1999 (File No. 000-07258, Exhibit 10.1).                                   |
|    |                                                                                                                                                                                                                                                                |
| 10.2.4  | The Charming Shoppes, Inc. Non-Employee Directors Compensation Program, As Amended and Restated at June 27, 2002, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 1, 2003 (File No. 000-07258, Exhibit 10.2.6).         |
|    |                                                                                                                                                                                                                                                                |
| 10.2.5  | The Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, Amended and Restated Effective January 1, 2005, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit 10.2.5). |
|    |                                                                                                                                                                                                                                                                |
| 10.2.6  | Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, amended and restated effective June 21, 2007, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 4, 2007 (File No. 000-07258, Exhibit 10.8).               |
|    |                                                                                                                                                                                                                                                                |
| 10.2.7  | Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, Amended and Restated, Effective May 1, 2009, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 1, 2009 (File No. 000-07258, Exhibit 10.12).               |
|    |                                                                                                                                                                                                                                                                |
| 10.2.8  | The Charming Shoppes, Inc. Non-Employee Directors Compensation Program Stock Option Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 1999 (File No. 000-07258, Exhibit 10.2).                                     |
|    |                                                                                                                                                                                                                                                                |
| 10.2.9  | The Charming Shoppes, Inc. Non-Employee Directors Compensation Program Restricted Stock Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 1999 (File No. 000-07258, Exhibit 10.3).                                 |
|    |                                                                                                                                                                                                                                                                |
| 10.2.10 | Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan Stock Option Agreement, incorporated by reference to Form 8-K of the Registrant dated June 23, 2005, filed on June 29, 2005 (File No. 000-07258, Exhibit 10.1).                        |
|    |                                                                                                                                                                                                                                                                |

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| 10.2.11 | Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan Restricted Share Units Agreement, incorporated by reference to Form 8-K of the Registrant dated June 23, 2005, filed on June 29, 2005 (File No. 000-07258, Exhibit 10.2).                                        |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.12 | The 1993 Employees’ Stock Incentive Plan of Charming Shoppes, Inc., incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 1994 (File No. 000-07258, Exhibit 10.2.10).                                                                          |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.13 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted Stock Agreement, dated as of February 11, 2002, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.8).                    |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.14 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option Agreement (regular vesting schedule), incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.20).                           |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.15 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option Agreement (accelerated vesting schedule), incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.21).                       |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.16 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Performance-Accelerated Stock Option Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.22).                              |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.17 | The Charming Shoppes, Inc. Employee Stock Purchase Plan, as amended, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 1996 (File No. 000-07258, Exhibit 10.2.10).                                                                               |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.18 | The Charming Shoppes Inc. 1999 Associates’ Stock Incentive Plan, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 30, 1999 (File No. 000-07258, Exhibit 10.2.24).                                                                             |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.19 | Charming Shoppes, Inc. 1999 Associates’ Stock Incentive Plan Stock Option Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 30, 1999 (File No. 000-07258, Exhibit 10.2.25).                                                         |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.20 | The Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock Incentive Plan, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit 10.2.29).                                                       |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.21 | The Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock Incentive Plan Stock Option Agreement (regular vesting schedule), incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.23).     |
|    |                                                                                                                                                                                                                                                                                          |
| 10.2.22 | The Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock Incentive Plan Stock Option Agreement (accelerated vesting schedule), incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.24). |
|    |                                                                                                                                                                                                                                                                                          |

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| 10.2.23 | The Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock Incentive Plan Restricted Stock Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.25).                                                                               |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.24 | 2004 Stock Award and Incentive Plan, as Amended and Restated April 30, 2009, incorporated by reference to Appendix A of the Registrant’s Proxy Statement pursuant to Section 14 of the Securities Exchange Act of 1934, filed on May 15, 2009 (File No. 000-07258).                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.25 | Form of 2004 Stock Award and Incentive Plan Restricted Stock Units Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2009 (File No. 000-07258, Exhibit 3.2).                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.26 | Form of Time-Based Stock Appreciation Rights Agreement for Executive Officers, incorporated by reference to Form 8-K of the Registrant dated March 23, 2009, filed on March 27, 2009 (File No. 000-07258, Exhibit 10.1).                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.27 | Charming Shoppes, Inc. Compliance Rules Under Section 409A of the Internal Revenue Code (Including Global Amendment to Certain Outstanding Restricted Stock Units and Performance Shares) 2008 Revisions, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2009 (File No. 000-07258, Exhibit 3.2). |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.28 | Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.15).                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.29 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Agreement – Section 16 Officers, incorporated by reference to Form 8-K of the Registrant dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258, Exhibit 99.2).                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.30 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance Share Agreement, incorporated by reference to Form 8-K of the Registrant dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258, Exhibit 99.4).                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.31 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Units Agreement, incorporated by reference to Form 8-K of the Registrant dated March 15, 2006, filed on March 20, 2006 (File No. 000-07258, Exhibit 99.1).                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.32 | Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Agreement – Associates Other Than Section 16 Officers, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.17).                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.33 | Form of Time-Based Restricted Stock Units Agreement for Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.1).                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.34 | Form of Time-Based Stock Appreciation Rights Agreement for Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.2).                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                             |

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| 10.2.35 | Form of Time-Based Restricted Stock Units Agreement for Other Executive Officers, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.3).                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.36 | Form of Time-Based Stock Appreciation Rights Agreement for Other Executive Officers, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.4).                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.37 | Form of Performance-Based Restricted Stock Units Agreement for Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.5).                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.38 | Form of Performance-Based Stock Appreciation Rights Agreement for Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.6).                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.39 | Form of Additional Time-Based Restricted Stock Units Agreement for Other Executive Officers, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.7).                                                                                |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.40 | Form of Additional Time-Based Stock Appreciation Rights Agreement for Other Executive Officers, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.8).                                                                             |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.41 | Form of Performance-Based EBITDA Stock Appreciation Rights Agreement, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.9).                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.42 | Form of Stock Appreciation Rights Agreement for Alan Rosskamm, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 2, 2008.  (File No. 000-07258, Exhibit 10.10).                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.43 | Charming Shoppes, Inc. Supplemental Retirement Plan, effective February 1, 2003, incorporated by reference to Form 10-Q of the Registrant for the quarter ended May 3, 2003 (File No. 000-07258, Exhibit 10.1).                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.44 | Amendment 2007-1, Charming Shoppes, Inc. Supplemental Benefit Trust Agreement, dated as of January 25, 2007, to the Charming Shoppes, Inc. Supplemental Retirement Plan, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit 10.2.29). |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.45 | Amendment 2008-1 to Charming Shoppes, Inc. Supplemental Executive Retirement Plan, incorporated by reference to Form 8-K of the Registrant dated December 17, 2008, filed on December 19, 2008 (File No. 000-07258, Exhibit 99.1).                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.46 | 2003 Incentive Compensation Plan, incorporated by reference to Appendix A of the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities Exchange Act of 1934, filed on May 23, 2008 (File No. 000-07258).                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                |

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Table of Contents

| 10.2.47 | Form of Charming Shoppes, Inc. 2003 Incentive Compensation Plan Inducement Grant Stock Appreciation Rights Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 1, 2008 (File No. 000-07258, Exhibit 10.24).                                                                                                                                           |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.48 | Charming Shoppes Variable Deferred Compensation Plan For Executives, Amended and Restated Effective January 1, 2005, incorporated by reference to Form 8-K of the Registrant dated December 13, 2005, filed December 16, 2005 (File No. 000-07258, Exhibit 99.1).                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.49 | Amendment 2007-1, Charming Shoppes, Inc. Supplemental Benefit Trust Agreement, dated as of January 25, 2007, to the Charming Shoppes Variable Deferred Compensation Plan for Executives and the Charming Shoppes Non-Employee Director Compensation Plan, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit 10.2.32). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.50 | Form of Bonus Agreement by and between Charming Shoppes, Inc. and the Executive Officer named in the Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.14).                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.51 | Charming Shoppes, Inc. Annual Incentive Program As Amended and Restated January 19, 2005, incorporated by reference to Form 8-K of the Registrant dated January 19, 2005, filed January 25, 2005 (File No. 000-07258, Exhibit 99.1).                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.52 | Charming Shoppes, Inc. Annual Incentive Program As Amended and Restated February 2, 2006, incorporated by reference to Form 8-K of the Registrant dated February 2, 2006, filed February 8, 2006 (File No. 000-07258, Exhibit 99.1).                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.53 | Charming Shoppes, Inc. Annual Incentive Program As Amended and Restated January 24, 2007, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit 10.2.36).                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.54 | Charming Shoppes, Inc. Annual Incentive Program – Fiscal 2009, as amended and restated March 27, 2008, incorporated by reference to Form 10-Q of the Registrant for the quarter ended May 3, 2008 (File No. 000-07258, Exhibit 10.13).                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.55 | Employment Agreement, dated as of January 1, 2005, by and between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated January 3, 2005, filed on January 4, 2005 (File No. 000-07258, Exhibit 99.1)                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.56 | Employment Agreement, dated as of December 31, 2007, by and between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated December 31, 2007, filed on January 2, 2008 (File No. 000-07258, Exhibit 99.1)                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.57 | Separation Agreement, dated July 8, 2008, by and between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 2, 2008 (File No. 000-07258, Exhibit 10.16).                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.58 | Offer Letter dated as of June 30, 2008 by and between Charming Shoppes, Inc. and Brian Woolf.                                                                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.59 | Offer Letter dated as of September 15, 2008 by and between Charming Shoppes, Inc. and Jay Levitt,                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |

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Table of Contents

| 10.2.60 | Offer Letter dated as of April 2, 2009 by and between Charming Shoppes, Inc. and James P. Fogarty, incorporated by reference to Form 8-K of the Registrant dated April 2, 2009, filed on April 7, 2009 (File No. 000-07258, Exhibit 10.1).                                                                                                                           |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.61 | Severance Agreement dated as of April 2, 2009 by and between Charming Shoppes, Inc. and James P. Fogarty, incorporated by reference to Form 8-K of the Registrant dated April 2, 2009, filed on April 7, 2009 (File No. 000-07258, Exhibit 10.2).                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.62 | Stock Appreciation Rights Agreement dated as of April 2, 2009 by and between Charming Shoppes, Inc. and James P. Fogarty (Inducement Grant), incorporated by reference to Form 8-K of the Registrant dated April 2, 2009, filed on April 7, 2009 (File No. 000-07258, Exhibit 10.3).                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.63 | Stock Appreciation Rights Agreement dated as of April 2, 2009 by and between Charming Shoppes, Inc. and James P. Fogarty (Time-Based Grant), incorporated by reference to Form 8-K of the Registrant dated April 2, 2009, filed on April 7, 2009 (File No. 000-07258, Exhibit 10.4).                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.64 | Form of Amendment to the Severance Agreements between certain executive vice presidents and the Company, including the following named executive officers: Eric M. Specter, Joseph M. Baron, James G. Bloise and Colin D. Stern, incorporated by reference to Form 8-K of the Registrant dated May 1, 2009, filed on May 5, 2009 (File No. 000-07258, Exhibit 10.1). |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.65 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted Stock Agreement, dated as of May 13, 2004, between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.8).                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.66 | Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Agreement, dated as of January 3, 2005, between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2005 (File No. 000-07258, Exhibit 10.2.37).                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.67 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Agreement between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258, Exhibit 99.1)                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.68 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258, Exhibit 99.3)                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.69 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Units Agreement between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated February 2, 2006, filed on February 8, 2006 (File No. 000-07258, Exhibit 99.2)                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.70 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated February 2, 2006, filed on February 8, 2006 (File No. 000-07258, Exhibit 99.3)                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                 |

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| 10.2.71 | Forms of Executive Severance Agreements by and between Charming Shoppes, Inc., the named executive officers in the company’s Proxy Statement for the Annual Meeting held on June 15, 2000, and certain other executive officers and officers of Charming Shoppes, Inc. and its subsidiaries, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2000 (File No. 000-07258, Exhibit 10.2.33). |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.72 | Forms of First Amendment, dated as of February 6, 2003, to Forms of Executive Severance Agreements, dated July 15, 1999, by and between Charming Shoppes, Inc., and the executive officers and officers named in the Agreements, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 1, 2003 (File No. 000-07258, Exhibit 10.2.30).                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.73 | Form of Second Amendment to Form of Executive Severance Agreement, dated July 15, 1999, as amended by First Amendment, dated as of February 6, 2003, by and between Charming Shoppes, Inc. and the executive officers and officers named in the agreements, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2008 (File No. 000-07258, Exhibit 10.2.48).                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.74 | Form of Executive Severance Agreement, dated February 6, 2003, by and between Charming Shoppes, Inc. and certain executive officers and officers of Charming Shoppes, Inc. and its subsidiaries, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 1, 2003 (File No. 000-07258, Exhibit 10.2.31).                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.75 | Form of Severance Agreement, dated February 1, 2008, by and between Charming Shoppes, Inc. and certain executive vice presidents named in the agreements, incorporated by reference to Form 8-K of the Registrant dated February 1, 2008, Filed on February 5, 2008 (File No. 000-07258, Exhibit 10.1).                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.76 | Form of Severance Agreement, dated February 1, 2008, by and between Charming Shoppes, Inc. and certain senior vice presidents named in the agreements, incorporated by reference to Form 8-K of the Registrant dated February 1, 2008, Filed on February 5, 2008 (File No. 000-07258, Exhibit 10.2).                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.77 | Form of Amendment, dated September 18, 2008, to the Severance Agreements between certain executive vice presidents and the Company, including the following named executive officers:  Eric M. Specter, Joseph M. Baron and Colin D. Stern, incorporated by reference to Form 8-K of the Registrant dated September 18, 2008, filed on September 24, 2008 (File No. 000-07258, Exhibit 10.1).                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.78 | Charming Shoppes, Inc. Annual Incentive Program – Fiscal 2010, As Amended and Restated March 26, 2009.                                                                                                                                                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.79 | Charming Shoppes, Inc. Annual Incentive Program – Fiscal 2010, As Amended and Restated April 2, 2009.                                                                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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|   | Other Exhibits |
|--------|----------------|

| 14     | Charming Shoppes, Inc. Business Ethics and Standards of Conduct Policy.                                                 |
|--------|-------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                    |
| 21     | Subsidiaries of Registrant.                                                                                             |
|   |                                                                                                                    |
| 23     | Consent of independent registered public accounting firm.                                                               |
|   |                                                                                                                    |
| 31.1   | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                 |
|   |                                                                                                                    |
| 31.2   | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                 |
|   |                                                                                                                    |
| 32     | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

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Table of Contents

|                            | CHARMING SHOPPES, INC.  |
|---------------------------------|-------------------------|
|                            | (Registrant)            |
|                            |                    |
| Date:  March 30, 2010 | /S/ JAMES P. FOGARTY    |
|                            | James P. Fogarty        |
|                            | President               |
|                            | Chief Executive Officer |

| /S/ ALAN ROSSKAMM                   | /S/ JAMES P. FOGARTY                        |
|-------------------------------------|---------------------------------------------|
| Alan Rosskamm                       | James P. Fogarty                            |
| Non-Executive Chairman of the Board | President                                   |
| Director                            | Chief Executive Officer                     |
| March 30, 2010                      | Director                                    |
|                                | March 30, 2010                              |
|                                |                                        |
| /S/ ERIC M. SPECTER                 | /S/ JOHN J. SULLIVAN                        |
| Eric M. Specter                     | John J. Sullivan                            |
| Executive Vice President            | Senior Vice President, Corporate Controller |
| Chief Financial Officer             | Chief Accounting Officer                    |
| March 30, 2010                      | March 30, 2010                              |
|                                |                                        |
| /S/ ARNAUD AJDLER                   | /S/ MICHAEL C. APPEL                        |
| Arnaud Ajdler                       | Michael C. Appel                            |
| Director                            | Director                                    |
| March 30, 2010                      | March 30, 2010                              |
|                                |                                        |
| /S/ RICHARD W. BENNET, III          | /S/ YVONNE M. CURL                          |
| Richard W. Bennet, III              | Yvonne M. Curl                              |
| Director                            | Director                                    |
| March 30, 2010                      | March 30, 2010                              |
|                                |                                        |
| /S/ MICHAEL GOLDSTEIN               | /S/ KATHERINE M. HUDSON                     |
| Michael Goldstein                   | Katherine M. Hudson                         |
| Director                            | Director                                    |
| March 30, 2010                      | March 30, 2010                              |
|                                |                                        |
| /S/ M. JEANNINE STRANDJORD          |                                        |
| M. Jeannine Strandjord              |                                        |
| Director                            |                                        |
| March 30, 2010                      |                                        |

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Table of Contents

| 2.1    | Covenant Agreement, dated as of August 16, 2001, between Charming Shoppes, Inc. and Limited Brands, Inc., incorporated by reference to Form 8-K of the Registrant dated August 16, 2001, filed on August 31, 2001 (File No. 000-07258, Exhibit 2.3).                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.2    | Master Sublease, dated as of August 16, 2001, between Limited Brands, Inc. and Lane Bryant, Inc., incorporated by reference to Form 8-K of the Registrant dated August 16, 2001, filed on August 31, 2001 (File No. 000-07258, Exhibit 2.4).                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.3    | Stock Purchase Agreement dated May 19, 2005 by and among Chestnut Acquisition Sub, Inc., Crosstown Traders, Inc., the Securityholders of Crosstown Traders, Inc. whose names are set forth on the signature pages thereto and J.P. Morgan Partners (BHCA), L.P., as the Sellers’ Representative, incorporated by reference to Form 8-K of the Registrant dated June 2, 2005, filed on June 8, 2005 (File No. 000-07258, Exhibit 2.1).                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1    | Restated Articles of Incorporation, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 2, 2008 (File No. 000-07258, Exhibit 3.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.2    | By-Laws, as Amended and Restated, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2009 (File No. 000-07258, Exhibit 3.2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.1    | Amended and Restated Rights Agreement, dated as of February 1, 2001, between Charming Shoppes, Inc. and American Stock Transfer & Trust Company, as Rights Agent, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit 4.1).                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.2    | Registration Agreement, dated as of August 16, 2001, between Charming Shoppes, Inc. and Limited Brands, Inc., incorporated by reference to Form 8-K of the Registrant dated August 16, 2001, filed on August 31, 2001 (File No. 000-07258, Exhibit 4.1).                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.3    | Second Amended and Restated Loan and Security Agreement, dated July 28, 2005, by and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc., and Crosstown Traders, Inc. as borrowers; a syndicate of banks and other financial institutions as lenders, including Wachovia Bank, National Association as agent for the lenders; and certain of the Company’s subsidiaries as guarantors, incorporated by reference to Form 8-K of the Registrant dated July 28, 2005, filed on August 3, 2005 (File No. 000-07258, Exhibit 10.1).                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.4    | Amendment No. 1, dated as of May 17, 2006, to Second Amended and Restated Loan and Security Agreement, dated July 28, 2005, by and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc., and Crosstown Traders, Inc. as borrowers; a syndicate of banks and other financial institutions as lenders, including Wachovia Bank, National Association as agent for the lenders; and certain of the Company’s subsidiaries as guarantors, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 29, 2006 (File No. 000-07258, Exhibit 99.1). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

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| 4.5    | Indenture between the Company and Wells Fargo Bank, National Association, dated as of April 30, 2007, incorporated by reference to Form 8-K of the Registrant dated April 30, 2007, filed on May 3, 2007 (File No. 000-07258, Exhibit 4.1).                                                                                                                                                                                                                                                                                                                                                                   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6    | Form of 1.125% Senior Convertible Note due 2014 (included in Exhibit 4.5).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.7    | Third Amended and Restated Loan and Security Agreement, dated July 31, 2009, by and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, and Lane Bryant, Inc. as borrowers; a syndicate of banks and other financial institutions as lenders, including Wells Fargo Retail Finance, LLC as agent for the lenders; and certain of the Company’s subsidiaries as guarantors, incorporated by reference to Form 8-K of the Registrant dated July 31, 2009, filed on August 6, 2009 (File No. 000-07258, Exhibit 4.1). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.8    | Amendment No. 1 to Third Amended and Restated Loan and Security Agreement, dated as of December 19, 2009, by and among Charming Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI Industries, Inc., FB Apparel, Inc., Catherines Stores Corporation, Lane Bryant, Inc., those certain subsidiaries parties as guarantors, the financial institutions from time to time parties as lenders, and Wells Fargo Retail Finance, LLC, a Delaware limited liability company, in its capacity as agent for lenders.                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.1 | Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National Bank as Trustee, incorporated by reference to Form 8-K of Charming Shoppes Master Trust and Charming Shoppes Receivables Corp., dated July 22, 1999 (File No. 333-71757, Exhibit No. 4.1).                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.2 | Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated May 8, 2001, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.7).                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.3 | Fourth Amendment, dated as of August 5, 2004, to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended on July 22, 1999 and on May 8, 2001, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association (formerly known as First Union National Bank) as Trustee, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.4).                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.4 | Amendment, dated as of March 18, 2005, to Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997, as amended on July 22, 1999, May 8, 2001, and August 5, 2004, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2005 (File No. 000-07258, Exhibit 10.1.3).                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.5 | Amendment dated as of October 17, 2007 to Second Amended and Restated Pooling and Servicing Agreement dated as of November 25, 1997 and heretofore amended among Charming Shoppes Receivables Corp. (“CSRC”), Spirit of America, Inc. (“SOAI”), and U.S. Bank National Association, as Trustee (“Trustee”), incorporated by reference to Form 8-K of the Registrant dated October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit 10.1).                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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| 10.1.6  | Sixth Amendment to Second Amended and Restated Pooling and Servicing Agreement, dated October 30, 2009, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.2).                                                                                                                                                                                                                                                                                                                                  |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.7  | Series 1999-1 Supplement, dated as of July 22, 1999, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National Bank, as Trustee, for $150,000,000 Charming Shoppes Master Trust Asset-Backed Certificates Series 1999-1, incorporated by reference to Form 8-K of Charming Shoppes Master Trust and Charming Shoppes Receivables Corp., dated July 22, 1999 (File No. 333-71757, Exhibit No. 4.2). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.8  | Receivables Purchase Agreement, dated as of May 28, 1999, among Charming Shoppes Seller, Inc. as Seller, Spirit of America, Inc., as Servicer, Clipper Receivables Corporation, as Purchaser, State Street Capital Corporation, as Administrator, and State Street Bank & Trust Company, as Relationship Bank, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.1.4).                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.9  | Series 1999-2 Supplement, dated as of May 28, 1999, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997, as amended on July 22, 1999, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National Bank, as Trustee, for $55,750,000 Charming Shoppes Master Trust Asset-Backed Certificates Series 1999-2, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2000 (File No. 000-07258, Exhibit 10.1.23).                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.10 | Series 1999-2 Payoff and Release Agreement, dated October 25, 2009, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.4).                                                                                                                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.11 | Letter Agreement, dated as of March 13, 2009 to Certificate Purchase Agreement, dated as of May 28, 1999 (as amended), among Charming Shoppes Receivables Corp., as Seller and Class B Purchaser, Spirit of America, Inc. as Servicer, Clipper Receivables Company, LLC as Class A Purchaser, and State Street Global Markets, LLC, as Administrator for the Class A Purchaser, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2009 (File No. 000-07258, Exhibit 3.2).                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.12 | Series 2000-VFC Supplement, dated as of November 9, 2000, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and First Union National Bank, as Trustee, on behalf of the Series 2000-VFC Certificateholders, for up to $60,122,700 Charming Shoppes Master Trust Series 2000-VFC, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit 10.1.16).                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1.13 | Certificate Purchase Agreement, dated as of November 9, 2000, among Charming Shoppes Receivables Corp. as Seller and as the Class B Purchaser, Spirit of America, Inc. as Servicer, Monte Rosa Capital Corporation as the Conduit Purchaser, and ING Baring (U.S.) Capital Markets LLC as Administrator for the Conduit Purchaser, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit 10.1.17).                                                                                                          |
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Table of Contents

| 10.1.14 | Purchase Agreement dated as of March 14, 2005 between Citibank USA, N.A., Spirit of America National Bank and Catherines, Inc., incorporated by reference to Form 8-K of the Registrant dated March 18, 2005, filed on March 22, 2005 (File No. 000-07258, Exhibit 99).                                                                                                                                                                                                                                                                                                           |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.15 | Credit Card Processing Agreement, among World Financial Network National Bank, Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated as of January 31, 1996, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.1.9).                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.16 | Amendment to Credit Card Processing Agreement, among World Financial Network National Bank, Lane Bryant, Inc., and Sierra Nevada Factoring, Inc., dated as of January 28, 2005, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2005 (File No. 000-07258, Exhibit 10.1.12).                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.17 | Purchase Agreement dated as of October 31, 2007 between World Financial Network National Bank, Spirit of America National Bank, Lane Bryant, Inc., Sierra Nevada Factoring, Inc., and Charming Shoppes Outlet Stores, LLC, incorporated by reference to Form 8-K of the Registrant dated October 31, 2007, filed on November 5, 2007 (File No. 000-07258, Exhibit 99.1).                                                                                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.18 | Purchase and Sale Agreement, among Spirit of America National Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser, dated as of November 25, 1997, incorporated by reference to Form S-1/A of Charming Shoppes Receivables Corp. (File No. 333-71757, Exhibit 10.1(a)).                                                                                                                                                                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.19 | First Amendment to Purchase and Sale Agreement, among Spirit of America National Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser, dated as of July 22, 1999, incorporated by reference to Form 8-K of Charming Shoppes Receivables Corp. (File No. 333-71757, Exhibit 10.1).                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.20 | Second Amendment to Purchase and Sale Agreement among Spirit of America National Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser, dated November 9, 2000, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.5).                                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.21 | Third Amendment to Purchase and Sale Agreement among Spirit of America National Bank, as Seller, and Charming Shoppes Receivables Corp., as Purchaser, dated May 8, 2001, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.6).                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.22 | Series 2002-1 Supplement, dated as of November 20, 2002, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997, as amended on July 22, 1999 and on May 8, 2001, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association, as Trustee, for $100,000,000 Charming Shoppes Master Trust Asset-Backed Certificates Series 2002-1, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.1). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.23 | Charming Shoppes Master Trust $63,500,000 Fixed Rate Class A Asset Backed Certificates, Series 2002-1 and $16,500,000 Fixed Rate Class B Asset Backed Certificates, Series 2002-1 Certificate Purchase Agreement, dated as of November 22, 2002, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.2).                                                                                                                                                                                              |
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Table of Contents

| 10.1.24 | Certificate Purchase Agreement, dated as of November 22, 2002, among Wachovia Bank, National Association, as Trustee, Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and The Class C Holders described therein, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.3).                                                                                                                                                                                                                                                                   |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.25 | Certificate Purchase Agreement, dated as of November 22, 2002, among Wachovia Bank, National Association, as Trustee, Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and The Class D Holders described therein, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.4).                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.26 | $14,000,000 Promissory Note, dated October 2002, between White Marsh Distribution, LLC, as Borrower, and General Electric Capital Business Asset Funding Corporation, as Payee and Holder, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.5).                                                                                                                                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.27 | Commercial Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing, made as of October 2002, among the Grantor, White Marsh Distribution, LLC, as Borrower, in favor of James M. Smith, as Trustee, for the benefit of the Beneficiary, General Electric Capital Business Asset Funding Corporation, as Lender, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 2, 2002 (File No. 000-07258, Exhibit 10.6).                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.28 | Certificate Purchase Agreement, dated as of January 21, 2004, among Charming Shoppes Receivables Corp., as Seller and as the Class B Purchaser, Spirit of America, Inc., as Servicer, Sheffield Receivables Corporation, as the Conduit Purchaser, and Barclay’s Bank PLC as Administrator for the Conduit Purchaser, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2004 (File No. 000-07258, Exhibit 10.1.17).                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.29 | Series 2004-VFC Supplement, dated as of January 21, 2004, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997 and amended as of July 22, 1999 and as of May 8, 2001, among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association, as Trustee on behalf of the Series 2004-VFC Certificateholders, for up to $132,000,000 Charming Shoppes Master Trust Asset-Backed Certificates Series 2004-VFC, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2004 (File No. 000-07258, Exhibit 10.1.18). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.30 | Series 2004-1 Supplement, dated as of August 5, 2004, to Second Amended and Restated Pooling and Service Agreement, dated as of November 25, 1997 (as amended on July 22, 1999, on May 8, 2001 and on August 5, 2004), among Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer, and Wachovia Bank, National Association, as Trustee, on behalf of the Series 2004-1 Certificateholders, for $180,000,000 Charming Shoppes Master Trust Series 2004-1, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.5).                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.31 | Second Amendment dated as of November 14, 2008 to Series 2004-VFC Supplement, dated as of January 21, 2004, among Charming Shoppes Receivables Corp, as Seller, Spirit of America, Inc., as Servicer, and U.S. Bank National Association, as successor in interest to Wachovia Bank, National Association, as Trustee, and consented to by Barclays Bank, PLC., incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 1, 2008 (File No. 000-07258, Exhibit 10.23).                                                                                                                                                        |
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Table of Contents

| 10.1.32 | Series 2004-VFC Payoff and Release Agreement, dated October 25, 2009, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.3).                                                                                                                                                                                                                                                          |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.33 | Certificate Purchase Agreement, dated as of July 21, 2004, among Charming Shoppes Receivables Corp., Fashion Service Corp., Spirit of America, Inc., and Barclay’s Capital Inc. (as representative of the Initial Purchasers), incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.6).                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.34 | Certificate Purchase Agreement, dated as of August 5, 2004, among Wachovia Bank, National Association as Trustee, Charming Shoppes Receivables Corp. as Seller, Spirit of America, Inc. as Servicer, and Clipper Receivables Company LLC as Initial Class C Holder, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.7).                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.35 | Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of October 6, 2004, between FB Distro Distribution Center, LLC, as Mortgagor, and BankAtlantic Commercial Mortgage Capital, LLC, as Mortgagee, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.9).                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.36 | $13,000,000 Mortgage Note, dated October 6, 2004, between FB Distro Distribution Center, LLC, as Maker, and BankAtlantic Commercial Mortgage Capital, LLC, as Payee, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.10).                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.37 | Guaranty, executed as of October 6, 2004, by Charming Shoppes, Inc., as Guarantor, for the benefit of BankAtlantic Commercial Mortgage Capital, LLC, as Lender, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.11).                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.38 | Hazardous Substances Indemnity Agreement, dated October 6, 2004, by FB Distro Distribution Center, LLC and by Charming Shoppes, Inc., jointly and severally as Indemnitors, in favor of BankAtlantic Commercial Mortgage Capital, LLC, as Holder, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.12).                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.39 | Amended and Restated Class D Certificate Purchase Agreement, dated as of August 25, 2004, among Wachovia Bank, National Association as Trustee, Charming Shoppes Receivables Corp. as Seller and as Initial Class D-1 Holder, Spirit of America, Inc. as Servicer, and Clipper Receivables Company LLC, as the Class D-1 Holder, incorporated by reference to Form 8-K of the Registrant dated August 24, 2004, filed on August 27, 2004 (File No. 000-07258, Exhibit 99.1). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.40 | Amended and Restated Certificate Purchase Agreement, dated as of November 22, 2004 and Amended and Restated as of November 18, 2004, among Wachovia Bank, National Association as Trustee, Charming Shoppes Receivables Corp. as Seller, Spirit of America, Inc. as Servicer, and the Class D-2 Certificateholders Described Herein, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.13).    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.41 | Series 2007-1 Supplement dated as of October 17, 2007 to the Second Amended and Restated Pooling and Servicing Agreement dated as of November 25, 1997 and heretofore amended among CSRC, SOAI and Trustee, incorporated by reference to Form 8-K of the Registrant dated October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit 10.2).                                                                                                                    |

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| 10.1.42 | Class A, Class M, and Class B Certificate Purchase Agreement dated as of October 10, 2007 among CSRC, SOAI, Barclays Capital, Inc. and Fashion Service Corp, incorporated by reference to Form 8-K of the Registrant dated October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit 10.3).                                                                                                                                                                                                          |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.43 | Class C Purchase Agreement dated as of October 17, 2007 among CSRC, SOAI, Trustee, Galleon Capital, LLC, and Clipper Receivables Company, LLC, incorporated by reference to Form 8-K of the Registrant dated October 17, 2007, filed on October 22, 2007 (File No. 000-07258, Exhibit 10.4).                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.44 | Amended and Restated Receivables Purchase Agreement, dated as of June 2, 2005, among Catalog Receivables LLC as Seller, Spirit of America, Inc. as Servicer, Sheffield Receivables Corporation as Purchaser, and Barclays Bank PLC as Administrator, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258, Exhibit 10.1.31).                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.45 | Amendment, dated as of May 15, 2008, to Amended and Restated Receivables Purchase Agreement dated as of June 2, 2005, by and among Catalog Receivables LLC as seller; Spirit of America, Inc. as servicer; Sheffield Receivables Corporation as Purchaser; and Barclays Bank PLC as administrator for the Purchaser, incorporated by reference to Form 10-Q of the Registrant for the quarter ended May 3, 2008 (File No. 000-07258, Exhibit 10.10).                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.46 | Letter Agreement, dated as of May 16, 2008, to Certificate Purchase Agreement, dated as of May 28, 1999, as amended, among Charming Shoppes Receivables Corp., as Seller and Class B Purchaser; Spirit of America, Inc., as Servicer; Clipper Receivables Company, LLC, as Class A Purchaser; and State Street Global Markets, LLC, as Administrator for the Class A Purchaser, incorporated by reference to Form 10-Q of the Registrant for the quarter ended May 3, 2008 (File No. 000-07258, Exhibit 10.11).     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.47 | Letter Agreement, dated as of June 20, 2008, to Certificate Purchase Agreement, dated as of May 28, 1999, as amended, among Charming Shoppes Receivables Corp., as Seller and Class B Purchaser; Spirit of America, Inc., as Servicer; Clipper Receivables Company, LLC, as Class A Purchaser; and State Street Global Markets, LLC, as Administrator for the Class A Purchaser, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 2, 2008 (File No. 000-07258, Exhibit 10.12). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.48 | Registration Rights Agreement among the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., dated as of April 30, 2007, incorporated by reference to Form 8-K of the Registrant dated April 30, 2007, filed on May 3, 2007 (File No. 000-07258, Exhibit 10.1).                                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.49 | Convertible Bond Hedge Transaction Confirmation entered into by and between the Company and Bank of America, N.A., dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.1).                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.50 | Convertible Bond Hedge Transaction Confirmation entered into by and between the Company and JPMorgan Chase Bank, National Association, dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.2).                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1.51 | Convertible Bond Hedge Transaction Confirmation entered into by and between the Company and Wachovia Bank, National Association, dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.3).                                                                                                                                                                                                                       |
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| 10.1.52 | Issuer Warrant Transaction Confirmation entered into by and between the Company and Bank of America, N.A., dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.4).                                                                                                                           |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.53 | Issuer Warrant Transaction Confirmation entered into by and between the Company and JPMorgan Chase Bank, National Association, dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.5).                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.54 | Issuer Warrant Transaction Confirmation entered into by and between the Company and Wachovia Bank, National Association, dated April 24, 2007, incorporated by reference to Form 8-K of the Registrant dated April 25, 2007, filed on May 1, 2007 (File No. 000-07258, Exhibit 10.6).                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.55 | Settlement Agreement by and between Charming Shoppes, Inc. and The Charming Shoppes Full Value Committee dated as of May 8, 2008, incorporated by reference to Form 8-K of the Registrant dated May 8, 2008, filed on May 9, 2008 (File No. 000-07258, Exhibit 10.1).                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.56 | Stock Purchase Agreement dated as of August 25, 2008 by and between Crosstown Traders, Inc., Norm Thompson Outfitters, Inc., Charming Shoppes, Inc. and the other persons listed on the signature page thereto, incorporated by reference to Form 8-K of the Registrant dated August 25, 2008, filed on August 28, 2008 (File No. 000-07258, Exhibit 10.1).                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.57 | Purchase Agreement dated as of August 25, 2008 between Spirit of America National Bank and World Financial Network National Bank, incorporated by reference to Form 8-K of the Registrant dated August 25, 2008, filed on August 28, 2008 (File No. 000-07258, Exhibit 10.2).                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.58 | Private Label Credit Card Plan Agreement dated as of August 25, 2008 by and between Arizona Mail Order Company, Inc. and Spirit of America National Bank, incorporated by reference to Form 8-K of the Registrant dated August 25, 2008, filed on August 28, 2008 (File No. 000-07258, Exhibit 10.3).                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.59 | Amendment No. 1 to Stock Purchase Agreement dated as of September 18, 2008 by and among Crosstown Traders, Inc. and Norm Thompson Outfitters, Inc., incorporated by reference to Form 8-K of the Registrant dated September 18, 2008, filed on September 19, 2008 (File No. 000-07258, Exhibit 10.2).                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.60 | Transition Services Agreement dated as of September 18, 2008 by and between Charming Shoppes of Delaware, Inc. and Arizona Mail Order Company, incorporated by reference to Form 8-K of the Registrant dated September 18, 2008, filed on September 19, 2008 (File No. 000-07258, Exhibit 10.3).                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.61 | Purchase Agreement dated as of August 12, 2009 among SOANB and CSRC, as sellers, SOAI, and WFNNB, as purchaser, incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.1).                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1.62 | Private Label Credit Card Plan Agreement for Lane Bryant and Petite Sophisticate dated as of August 12, 2009 between WFNNB and Lane Bryant, Inc., Petite Sophisticate, Inc., Outlet Division Management Co., Inc., and Sierra Nevada Factoring, Inc., incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.2). |
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| 10.1.63 | Private Label Credit Card Plan Agreement for Fashion Bug dated as of August 12, 2009 between WFNNB and Fashion Bug Retail Companies, Inc. and Sierra Nevada Factoring, Inc., incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.3). |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| 10.1.64 | Private Label Credit Card Plan Agreement for Catherines dated as of August 12, 2009 among WFNNB, Catherines Stores Corporation, and Sierra Nevada Factoring, Inc., incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.4).           |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.1.65 | Agreement Regarding CHRS Subsidiary Private Label Plans dated as of August 12, 2009 between CSI and WFNNB, incorporated by reference to Form 8-K of the Registrant dated August 12, 2009, filed on August 14, 2009 (File No. 000-07258, Exhibit 10.5).                                                                   |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.1.66 | Fourth Amendment to the Purchase and Sale Agreement, dated October 30, 2009, incorporated by reference to Form 8-K of the Registrant dated October 30, 2009, filed on November 3, 2009 (File No. 000-07258, Exhibit 10.1).                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.2.1  | The 1988 Key Employee Stock Option Plan of Charming Shoppes, Inc., as amended and restated January 25, 2006, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258, Exhibit 10.2.1).                                                                   |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.2.2  | Form of Charming Shoppes, Inc. 1988 Key Employee Stock Option Plan Key Employee Stock Option Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 28, 2006 (File No. 000-07258, Exhibit 10.2.2).                                                                        |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.2.3  | The Charming Shoppes, Inc. Non-Employee Directors Compensation Program, As Amended and Restated, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 1999 (File No. 000-07258, Exhibit 10.1).                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.2.4  | The Charming Shoppes, Inc. Non-Employee Directors Compensation Program, As Amended and Restated at June 27, 2002, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 1, 2003 (File No. 000-07258, Exhibit 10.2.6).                                                              |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.2.5  | The Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, Amended and Restated Effective January 1, 2005, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit 10.2.5).                                                      |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.2.6  | Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, amended and restated effective June 21, 2007, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 4, 2007 (File No. 000-07258, Exhibit 10.8).                                                                    |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.2.7  | Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan, Amended and Restated, Effective May 1, 2009, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 1, 2009 (File No. 000-07258, Exhibit 10.12).                                                                    |
|    |                                                                                                                                                                                                                                                                                                                     |
| 10.2.8  | The Charming Shoppes, Inc. Non-Employee Directors Compensation Program Stock Option Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 1999 (File No. 000-07258, Exhibit 10.2).                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                     |

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| 10.2.9  | The Charming Shoppes, Inc. Non-Employee Directors Compensation Program Restricted Stock Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 1999 (File No. 000-07258, Exhibit 10.3).                                        |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                       |
| 10.2.10 | Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan Stock Option Agreement, incorporated by reference to Form 8-K of the Registrant dated June 23, 2005, filed on June 29, 2005 (File No. 000-07258, Exhibit 10.1).                               |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.11 | Form of Charming Shoppes, Inc. 2003 Non-Employee Directors Compensation Plan Restricted Share Units Agreement, incorporated by reference to Form 8-K of the Registrant dated June 23, 2005, filed on June 29, 2005 (File No. 000-07258, Exhibit 10.2).                     |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.12 | The 1993 Employees’ Stock Incentive Plan of Charming Shoppes, Inc., incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 1994 (File No. 000-07258, Exhibit 10.2.10).                                                       |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.13 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted Stock Agreement, dated as of February 11, 2002, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.8). |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.14 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option Agreement (regular vesting schedule), incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.20).        |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.15 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Stock Option Agreement (accelerated vesting schedule), incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.21).    |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.16 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Performance-Accelerated Stock Option Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.22).           |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.17 | The Charming Shoppes, Inc. Employee Stock Purchase Plan, as amended, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 1996 (File No. 000-07258, Exhibit 10.2.10).                                                            |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.18 | The Charming Shoppes Inc. 1999 Associates’ Stock Incentive Plan, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 30, 1999 (File No. 000-07258, Exhibit 10.2.24).                                                          |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.19 | Charming Shoppes, Inc. 1999 Associates’ Stock Incentive Plan Stock Option Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 30, 1999 (File No. 000-07258, Exhibit 10.2.25).                                      |
|    |                                                                                                                                                                                                                                                                       |
| 10.2.20 | The Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock Incentive Plan, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2001 (File No. 000-07258, Exhibit 10.2.29).                                    |
|    |                                                                                                                                                                                                                                                                       |

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Table of Contents

| 10.2.21 | The Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock Incentive Plan Stock Option Agreement (regular vesting schedule), incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.23).                                                        |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.22 | The Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock Incentive Plan Stock Option Agreement (accelerated vesting schedule), incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.24).                                                    |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.23 | The Charming Shoppes, Inc. Amended and Restated 2000 Associates’ Stock Incentive Plan Restricted Stock Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2002 (File No. 000-07258, Exhibit 10.2.25).                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.24 | 2004 Stock Award and Incentive Plan, as Amended and Restated April 30, 2009, incorporated by reference to Appendix A of the Registrant’s Proxy Statement pursuant to Section 14 of the Securities Exchange Act of 1934, filed on May 15, 2009 (File No. 000-07258).                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.25 | Form of 2004 Stock Award and Incentive Plan Restricted Stock Units Agreement, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2009 (File No. 000-07258, Exhibit 3.2).                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.26 | Form of Time-Based Stock Appreciation Rights Agreement for Executive Officers, incorporated by reference to Form 8-K of the Registrant dated March 23, 2009, filed on March 27, 2009 (File No. 000-07258, Exhibit 10.1).                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.27 | Charming Shoppes, Inc. Compliance Rules Under Section 409A of the Internal Revenue Code (Including Global Amendment to Certain Outstanding Restricted Stock Units and Performance Shares) 2008 Revisions, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 31, 2009 (File No. 000-07258, Exhibit 3.2). |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.28 | Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.15).                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.29 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Agreement – Section 16 Officers, incorporated by reference to Form 8-K of the Registrant dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258, Exhibit 99.2).                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.30 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance Share Agreement, incorporated by reference to Form 8-K of the Registrant dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258, Exhibit 99.4).                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.31 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Units Agreement, incorporated by reference to Form 8-K of the Registrant dated March 15, 2006, filed on March 20, 2006 (File No. 000-07258, Exhibit 99.1).                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                             |
| 10.2.32 | Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Agreement – Associates Other Than Section 16 Officers, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.17).                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                             |

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| 10.2.33 | Form of Time-Based Restricted Stock Units Agreement for Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.1).                                                                                                     |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.34 | Form of Time-Based Stock Appreciation Rights Agreement for Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.2).                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.35 | Form of Time-Based Restricted Stock Units Agreement for Other Executive Officers, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.3).                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.36 | Form of Time-Based Stock Appreciation Rights Agreement for Other Executive Officers, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.4).                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.37 | Form of Performance-Based Restricted Stock Units Agreement for Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.5).                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.38 | Form of Performance-Based Stock Appreciation Rights Agreement for Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.6).                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.39 | Form of Additional Time-Based Restricted Stock Units Agreement for Other Executive Officers, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.7).                                                                                |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.40 | Form of Additional Time-Based Stock Appreciation Rights Agreement for Other Executive Officers, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.8).                                                                             |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.41 | Form of Performance-Based EBITDA Stock Appreciation Rights Agreement, incorporated by reference to Form 8-K of the Registrant dated April 1, 2008, filed on April 7, 2008 (File No. 000-07258, Exhibit 10.9).                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.42 | Form of Stock Appreciation Rights Agreement for Alan Rosskamm, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 2, 2008.  (File No. 000-07258, Exhibit 10.10).                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.43 | Charming Shoppes, Inc. Supplemental Retirement Plan, effective February 1, 2003, incorporated by reference to Form 10-Q of the Registrant for the quarter ended May 3, 2003 (File No. 000-07258, Exhibit 10.1).                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                |
| 10.2.44 | Amendment 2007-1, Charming Shoppes, Inc. Supplemental Benefit Trust Agreement, dated as of January 25, 2007, to the Charming Shoppes, Inc. Supplemental Retirement Plan, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit 10.2.29). |
|    |                                                                                                                                                                                                                                                                                                                |

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| 10.2.45 | Amendment 2008-1 to Charming Shoppes, Inc. Supplemental Executive Retirement Plan, incorporated by reference to Form 8-K of the Registrant dated December 17, 2008, filed on December 19, 2008 (File No. 000-07258, Exhibit 99.1).                                                                                                                                                                   |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.46 | 2003 Incentive Compensation Plan, incorporated by reference to Appendix A of the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities Exchange Act of 1934, filed on May 23, 2008 (File No. 000-07258).                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.47 | Form of Charming Shoppes, Inc. 2003 Incentive Compensation Plan Inducement Grant Stock Appreciation Rights Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended November 1, 2008 (File No. 000-07258, Exhibit 10.24).                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.48 | Charming Shoppes Variable Deferred Compensation Plan For Executives, Amended and Restated Effective January 1, 2005, incorporated by reference to Form 8-K of the Registrant dated December 13, 2005, filed December 16, 2005 (File No. 000-07258, Exhibit 99.1).                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.49 | Amendment 2007-1, Charming Shoppes, Inc. Supplemental Benefit Trust Agreement, dated as of January 25, 2007, to the Charming Shoppes Variable Deferred Compensation Plan for Executives and the Charming Shoppes Non-Employee Director Compensation Plan, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit 10.2.32). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.50 | Form of Bonus Agreement by and between Charming Shoppes, Inc. and the Executive Officer named in the Agreement, incorporated by reference to Form 10-Q of the Registrant for the quarter ended October 30, 2004 (File No. 000-07258, Exhibit 10.14).                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.51 | Charming Shoppes, Inc. Annual Incentive Program As Amended and Restated January 19, 2005, incorporated by reference to Form 8-K of the Registrant dated January 19, 2005, filed January 25, 2005 (File No. 000-07258, Exhibit 99.1).                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.52 | Charming Shoppes, Inc. Annual Incentive Program As Amended and Restated February 2, 2006, incorporated by reference to Form 8-K of the Registrant dated February 2, 2006, filed February 8, 2006 (File No. 000-07258, Exhibit 99.1).                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.53 | Charming Shoppes, Inc. Annual Incentive Program As Amended and Restated January 24, 2007, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 3, 2007 (File No. 000-07258, Exhibit 10.2.36).                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.54 | Charming Shoppes, Inc. Annual Incentive Program – Fiscal 2009, as amended and restated March 27, 2008, incorporated by reference to Form 10-Q of the Registrant for the quarter ended May 3, 2008 (File No. 000-07258, Exhibit 10.13).                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.55 | Employment Agreement, dated as of January 1, 2005, by and between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated January 3, 2005, filed on January 4, 2005 (File No. 000-07258, Exhibit 99.1)                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.56 | Employment Agreement, dated as of December 31, 2007, by and between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated December 31, 2007, filed on January 2, 2008 (File No. 000-07258, Exhibit 99.1)                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                 |

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| 10.2.57 | Separation Agreement, dated July 8, 2008, by and between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 10-Q of the Registrant for the quarter ended August 2, 2008 (File No. 000-07258, Exhibit 10.16).                                                                                                                               |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.58 | Offer Letter dated as of June 30, 2008 by and between Charming Shoppes, Inc. and Brian Woolf.                                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.59 | Offer Letter dated as of September 15, 2008 by and between Charming Shoppes, Inc. and Jay Levitt,                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.60 | Offer Letter dated as of April 2, 2009 by and between Charming Shoppes, Inc. and James P. Fogarty, incorporated by reference to Form 8-K of the Registrant dated April 2, 2009, filed on April 7, 2009 (File No. 000-07258, Exhibit 10.1).                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.61 | Severance Agreement dated as of April 2, 2009 by and between Charming Shoppes, Inc. and James P. Fogarty, incorporated by reference to Form 8-K of the Registrant dated April 2, 2009, filed on April 7, 2009 (File No. 000-07258, Exhibit 10.2).                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.62 | Stock Appreciation Rights Agreement dated as of April 2, 2009 by and between Charming Shoppes, Inc. and James P. Fogarty (Inducement Grant), incorporated by reference to Form 8-K of the Registrant dated April 2, 2009, filed on April 7, 2009 (File No. 000-07258, Exhibit 10.3).                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.63 | Stock Appreciation Rights Agreement dated as of April 2, 2009 by and between Charming Shoppes, Inc. and James P. Fogarty (Time-Based Grant), incorporated by reference to Form 8-K of the Registrant dated April 2, 2009, filed on April 7, 2009 (File No. 000-07258, Exhibit 10.4).                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.64 | Form of Amendment to the Severance Agreements between certain executive vice presidents and the Company, including the following named executive officers: Eric M. Specter, Joseph M. Baron, James G. Bloise and Colin D. Stern, incorporated by reference to Form 8-K of the Registrant dated May 1, 2009, filed on May 5, 2009 (File No. 000-07258, Exhibit 10.1). |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.65 | The Charming Shoppes, Inc. 1993 Employees’ Stock Incentive Plan Restricted Stock Agreement, dated as of May 13, 2004, between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 10-Q of the Registrant for the quarter ended July 31, 2004 (File No. 000-07258, Exhibit 10.8).                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.66 | Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Agreement, dated as of January 3, 2005, between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2005 (File No. 000-07258, Exhibit 10.2.37).                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.67 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Agreement between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258, Exhibit 99.1)                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.68 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated February 7, 2005, filed on February 11, 2005 (File No. 000-07258, Exhibit 99.3)                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.69 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Units Agreement between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated February 2, 2006, filed on February 8, 2006 (File No. 000-07258, Exhibit 99.2)                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                 |

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| 10.2.70 | Form of Charming Shoppes, Inc. 2004 Stock Award and Incentive Plan Performance Share Agreement between Charming Shoppes, Inc. and Dorrit J. Bern, incorporated by reference to Form 8-K of the Registrant dated February 2, 2006, filed on February 8, 2006 (File No. 000-07258, Exhibit 99.3)                                                                                                                                                |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.71 | Forms of Executive Severance Agreements by and between Charming Shoppes, Inc., the named executive officers in the company’s Proxy Statement for the Annual Meeting held on June 15, 2000, and certain other executive officers and officers of Charming Shoppes, Inc. and its subsidiaries, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended January 29, 2000 (File No. 000-07258, Exhibit 10.2.33). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.72 | Forms of First Amendment, dated as of February 6, 2003, to Forms of Executive Severance Agreements, dated July 15, 1999, by and between Charming Shoppes, Inc., and the executive officers and officers named in the Agreements, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 1, 2003 (File No. 000-07258, Exhibit 10.2.30).                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.73 | Form of Second Amendment to Form of Executive Severance Agreement, dated July 15, 1999, as amended by First Amendment, dated as of February 6, 2003, by and between Charming Shoppes, Inc. and the executive officers and officers named in the agreements, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 2, 2008 (File No. 000-07258, Exhibit 10.2.48).                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.74 | Form of Executive Severance Agreement, dated February 6, 2003, by and between Charming Shoppes, Inc. and certain executive officers and officers of Charming Shoppes, Inc. and its subsidiaries, incorporated by reference to Form 10-K of the Registrant for the fiscal year ended February 1, 2003 (File No. 000-07258, Exhibit 10.2.31).                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.75 | Form of Severance Agreement, dated February 1, 2008, by and between Charming Shoppes, Inc. and certain executive vice presidents named in the agreements, incorporated by reference to Form 8-K of the Registrant dated February 1, 2008, Filed on February 5, 2008 (File No. 000-07258, Exhibit 10.1).                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.76 | Form of Severance Agreement, dated February 1, 2008, by and between Charming Shoppes, Inc. and certain senior vice presidents named in the agreements, incorporated by reference to Form 8-K of the Registrant dated February 1, 2008, Filed on February 5, 2008 (File No. 000-07258, Exhibit 10.2).                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.77 | Form of Amendment, dated September 18, 2008, to the Severance Agreements between certain executive vice presidents and the Company, including the following named executive officers:  Eric M. Specter, Joseph M. Baron and Colin D. Stern, incorporated by reference to Form 8-K of the Registrant dated September 18, 2008, filed on September 24, 2008 (File No. 000-07258, Exhibit 10.1).                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.78 | Charming Shoppes, Inc. Annual Incentive Program – Fiscal 2010, As Amended and Restated March 26, 2009.                                                                                                                                                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.79 | Charming Shoppes, Inc. Annual Incentive Program – Fiscal 2010, As Amended and Restated April 2, 2009.                                                                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 14      | Charming Shoppes, Inc. Business Ethics and Standards of Conduct Policy.                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21      | Subsidiaries of Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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| 23     | Consent of independent registered public accounting firm.                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                    |
| 31.1   | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                 |
|   |                                                                                                                    |
| 31.2   | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                 |
|   |                                                                                                                    |
| 32     | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

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SCHEDULE II

|                                                                                                                                                                                                                                                                 |   |       |   |   |       |   |    |       |   |   |       |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|--------|--------|------------|--------|---------|------------|--------|--------|------------|--------|
|                                                                                                                                                                                                                                                                 |   | Balance at |   |   | Additions  |   |    |       |   |   | Balance at |   |
|                                                                                                                                                                                                                                                                 |   | Beginning  |   |   | Charged to |   |    |       |   |   | End of     |   |
| (In thousands)                                                                                                                                                                                                                                                       |   | Of Year    |   |   | Income     |   |    | Deductions |   |   | Year       |   |
|                                                                                                                                                                                                                                                                 |   |       |   |   |       |   |    |       |   |   |       |   |
| Fiscal Year Ended January 30, 2010                                                                                                                                                                                                                                   |   |       |   |   |       |   |    |       |   |   |       |   |
| Allowance for sales returns                                                                                                                                                                                                                                          |   | $          | 2,037  |   |       | $      | 98,357  |       |   | $      | 98,387     | (1)    |   | $ | 2,007 |   |
| Deferred tax asset valuation allowance                                                                                                                                                                                                                               |   |       | 62,201 |   |       |   | 42,942  |       |   |   | 30,509     | (2)    |   |   | 74,634 |   |
|                                                                                                                                                                                                                                                                 |   |       |   |   |       |   |    |       |   |   |       |   |   |   |   |   |
| Fiscal Year Ended January 31, 2009                                                                                                                                                                                                                                   |   |       |   |   |       |   |    |       |   |   |       |   |   |   |   |   |
| Allowance for sales returns                                                                                                                                                                                                                                          |   |       | 2,162  |   |       |   | 98,692  |       |   |   | 98,817     | (1)    |   |   | 2,037 |   |
| Deferred tax asset valuation allowance                                                                                                                                                                                                                               |   |       | 0      |   |       |   | 62,201  |       |   |   | 0          |   |   |   | 62,201 |   |
|                                                                                                                                                                                                                                                                 |   |       |   |   |       |   |    |       |   |   |       |   |   |   |   |   |
| Fiscal Year Ended February 2, 2008                                                                                                                                                                                                                                   |   |       |   |   |       |   |    |       |   |   |       |   |   |   |   |   |
| Allowance for sales returns                                                                                                                                                                                                                                          |   |       | 2,655  |   |       |   | 107,547 |       |   |   | 108,040    | (1)    |   |   | 2,162 |   |
| Deferred tax asset valuation allowance                                                                                                                                                                                                                               |   |       | 0      |   |       |   | 0       |       |   |   | 0          |   |   |   | 0 |   |
|                                                                                                                                                                                                                                                                 |   |       |   |   |       |   |    |       |   |   |       |   |   |   |   |   |
| (1)    Decreases in allowance for estimated sales returns.                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                 |   |
| (2)    Related primarily to the ability to carry back the Fiscal 2008 net operating loss five years instead of the general two-year carryback as a result of H.R. 3548, the “Worker, Homeownership, and Business Assistance Act of 2009.” |   |
|                                                                                                                                                                                                                                                                 |   |

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