**EXHIBIT
      14**


















Dear
      Associate,




As
      Chairman of the Board, CEO and President of Charming Shoppes, I am proud of
      our
      rich history, tradition and reputation as an ethical company. We have earned
      this respect by making decisions based on sound and honest business principles
      in accordance with the law. The following Standards of Business Conduct have
      been prepared after considerable research and benchmarking. An established
      consultant in the field of business ethics facilitated focused interviews and
      group discussions to assure we were asking the right questions and addressing
      the appropriate issues in these Standards. Charming Shoppes associates from
      a
      variety of levels in corporate and overseas offices, as well as representative
      associates from the offices and field organizations of the operating retail
      divisions, participated in the process. As a result, I am confident that these
      Standards will advance the Charming Shoppes shared value of Acting with
      Integrity.




No
      set of
      Standards, this one included, can be totally comprehensive. For years, the
      Company has had a functioning Business Conduct Committee chaired by Tony
      DeSabato—Executive Vice President Corporate and Labor Relations, Business
      Ethics, and Loss Prevention. Included on the committee are Eric
      Specter—Executive Vice President and Chief Financial Officer and Colin Stern,
      Executive Vice President and General Counsel. Questions regarding these
      Standards or any ethical issues should be directed to Tony DeSabato or any
      member of the Committee.




Our
      shared value for Acting with Integrity is also our fundamental standard of
      conduct. By acting with integrity, we will follow the law with sound and honest
      business practices.




It
      is
      important to me that each of you understand that at Charming Shoppes integrity
      is not an option


-rather
      it is the way we do business.




I
      appreciate your adherence to these practices and strongly encourage you to
      treat
      one another with fairness, dignity and respect.




Sincerely,







Dorrit
      J.
      Bern




1


Contents




A
                Message from Dorrit J. Bern
            1Our
                Mission
            3Our
                Ethical Commitment
            3Our
                Standards. Our Commitments. Our Stakeholders
            3Customers
                and Marketplace
            4Associates
            4Our
                Shareholders
            4Our
                Communities and the Public
            5Vendors
                and Suppliers
            5Our
                Responsibilities as Charming Shoppes Associates
            5The
                Business Conduct Committee
            5When
                and Where to Get Help or Report an Ethical Issue
            6Waivers
                of these Standards
            7Charming
                Shoppes’ Policy Regarding Retaliation
            7Frequently
                Asked Questions
            7Our
                Standards
            8Accuracy
                of Books, Records and Financial Statements
            8Anti-boycott
                and Import Laws
            9Antitrust
                and Competition Laws
            9Associate
                Privacy
            10Bribery
                and Corruption
            10Competitive
                Practices
            11Confidential
                Information
            11Conflicts
                of Interest
            13Customer
                Privacy
            14Drug
                and Alcohol Use
            15Environment
            15Equal
                Treatment and Respect
            16Fair
                Labor Practices
            16Fraudulent
                Behavior
            17Gifts
                and Entertainment
            17Health
                and Safety
            19Loans
            20Marketing
                Integrity
            20Political
                Contributions and Activities
            20Public
                and Media Communications
            21Records
                Retention
            21Use
                of Company Assets
            22Certification
                of Commitment to the Standards of Business Conduct
            24




2


Our
      Mission




Charming
      Shoppes’ mission is: It’s all about her – we own her heart, her home, her every
      experience.




We
      strive
      to leverage our leading position as a multi-channel retailer and transition
      to
      the lifestyle brand for all women.




We
      also
      recognize, however, that to serve our customers properly, we must show our
      commitment not just through our products but through our actions.







Our
      Ethical Commitment




Charming
      Shoppes, Inc. and its retail divisions: Catherines, Fashion Bug, Lane Bryant
      and
      Crosstown Traders have made a commitment to Act with Integrity in accordance
      with our Shared Values:




Exceed
      Our Customer’s Expectations




Act
      with
      Integrity




Be
      innovative




Collaborate
      through Teamwork




Deliver
      Superior Performance




Support
      the Community




We
      strive
      to accomplish this for our:




·
            **Customers**
                by celebrating and advocating for her and by acting in harmony with
                ethical customers relations principles, and with such honesty and
                respect
                for her to earn her trust, confidence, and
                loyalty;




·
            **Associates**
                by ensuring that our environment fosters trust, teamwork, mutual
                respect,
                open and honest communication, and creative
                thinking;




·
            **Shareholders**
                by taking the necessary steps to deliver our commitments to them
                and build
                long-term value;




·
            **Communities**
                by acting as a committed corporate citizen and by supporting community
                initiatives that are significant to our customers;
                and




·
            **Vendors**
                and Suppliers by creating a mutually advantageous businesslike partnership
                based on fairness, honesty and
                respect.












Our
      Standards. Our Commitments. Our Stakeholders.




Our
      Standards of Business Conduct (Standards) guide us in acting with integrity
      and
      state acceptable and appropriate behavior for all Charming Shoppes associates.
      Although these Standards do not cover every situation, they set forth our basic
      philosophy of conducting business lawfully and with integrity. Charming Shoppes
      is committed to complying with these Standards and all applicable laws and
      governmental regulations that are applicable to the Company’s
      activities.




Our
      Standards reflect the policies and regulations we uphold in order to fulfill
      our
      commitments to our stakeholders. Each Commitment is supported by one or more
      of
      the underlying Charming Shoppes’ Standards of Business Conduct.




3


**Customers
      and Marketplace**




No
      matter
      how fierce the competition, Charming Shoppes is committed to competing both
      lawfully and ethically in the marketplace. Our reputation for honesty and
      fairness in our business dealings and the trust we have built with our customers
      provide us with a competitive advantage.




Our
      customers must be able to trust us. They want to know that their personal
      information is secure [see Customer Privacy section] and that our advertising
      and communication with them is honest [see Marketing Integrity
      section].




Our
      customers also care about how we do business. That’s why we are committed to
      fair trade with all parties [see Anti-boycott and Import Laws section] and
      will
      maintain the highest standards in our business dealings [see Bribery and
      Corruption section] [see Competitive Practices section] in the U.S. and
      abroad.




Fashion
      is a competitive industry and our customers expect the lowest prices for quality
      goods. That’s why we strictly adhere to high standards of fair competition [see
      Antitrust and Competition Laws section].







**Associates**




Charming
      Shoppes recognizes that the success of its brands relies on the dedication,
      hard
      work, and integrity of all its associates. We are committed to supporting our
      associates by providing a respectful workplace that fosters trust, teamwork,
      mutual respect, open and honest communication, and creative
      thinking.




How
      we
      treat our associates affects how our customers are treated. Creating an
      environment where associates feel valued and respected [see Equal Treatment
      and
      Respect section] is essential for our business success.




To
      earn
      that respect from our associates, we treat their personal information with
      respect [see Associate Privacy section] and we provide a safe work environment
      [see Health and Safety section].




We
      expect
      our associates to participate in helping to create a positive workplace by
      respecting themselves [see Drug & Alcohol Use section] and their co-workers
      [see Equal Treatment and Respect section].




Being
      a
      Charming Shoppes associate also means caring about the health of our Company.
      We
      need our associates to respect what belongs to the Company [see Use of Company
      Assets section], be alert to potential conflicts [see Conflicts of Interest
      section] that can impair our ability to do business as well as potential signs
      of fraud or misrepresentation [see Accuracy of Books, Records and Financial
      Statements section].




While
      we
      encourage our associates to play active roles in their communities, they must
      be
      careful not to represent, or appear to represent, the Company [see Political
      Contributions and Activities section] in community or political matters without
      Company approval.







**Our
      Shareholders**




Charming
      Shoppes is committed to pursuing sound growth and earnings objectives, while
      conducting business with the highest level of integrity. We will operate in
      what
      we perceive to be the best interests of the Company and our shareholders. We
      will be honest and clear about our operations and performance, exercising care
      in the use of our assets and resources.




Our
      Shareholders are the owners of our Company. We have an obligation to protect
      their assets [see Use of Company Assets section] as well as the market value
      of
      our stock. We recognize our responsibility to maintain a fair and open market
      for our stock by not using our knowledge [see Confidential Information section]
      as insiders to unfair advantage [see Insider Trading section] or by knowingly
      withholding information that the market needs to fairly trade our stock [see
      Accuracy of Books, Records and Financial Statements section] [see Records
      Retention section].






4





**Our
      Communities and the Public**




Charming
      Shoppes is committed to being a good citizen in the communities in which we
      do
      business. We are committed to conducting ourselves in an ethical manner, acting
      in accordance with our values and standards, while following the laws of the
      countries in which we operate.




We
      play a
      socially-responsible role in the communities we serve. We are sensitive to
      the
      impact we make on the environment [see Environment section] as well as how
      the
      people who make the products we sell are treated [see Fair Labor Practices
      section].




We
      are
      sensitive to how our messages are conveyed [see Public and Media Communications
      section] and work towards being open and fair in conveying
      information.







**Vendors
      and Suppliers**




Our
      Company is committed to creating respectful, trusting relationships with our
      vendors and suppliers. We believe in fair competition and treating our own
      vendors and suppliers with respect. Although we will compete hard, we will
      do so
      in accordance with commercial business standards. We will take care to avoid
      conflicts of interest [see Conflicts of Interest section] and the appearance
      of
      partiality when working with vendors and suppliers [see Gifts &
Entertainment section]. In return, we expect our own vendors and suppliers
      to
      act with integrity in our business dealings, particularly by demonstrating
      compliance with fair labor standards [see Fair Labor Practices
      section].










Our
      Responsibilities as Charming Shoppes Associates




As
      Charming Shoppes associates, we have a responsibility to act with integrity,
      comply with these Standards and report known or potential violations even when
      we are not personally involved in an alleged violation. Failure to report
      violations can have substantial consequences. When possible and permitted by
      law, the identity of any associate who identifies him/herself when making a
      report will be kept confidential.




We
      also
      have a responsibility to seek answers to any questions we may have about the
      laws, regulations, or the requirements of these Standards by contacting a
      manager, the Executive Vice President of Business Ethics or any member of the
      Business Conduct Committee to obtain further guidance or report an ethical
      issue. (See “When and Where to Get Help” on the following page.)




Certain
      activities described in this policy may be taken by you only if you have
      received prior approval which means the prior approval of your immediate
      supervisor on certain issues or the prior approval of the Executive Vice
      President of Business Ethics or any member of the Business Conduct Committee;
      or
      in the case of executive officers and Directors, by the Chair of the Audit
      Committee (and in the case of the Chair of the Audit Committee, by a majority
      of
      the members of the Audit Committee.) Prior approval shall not be considered
      a
      waiver of any provision of this policy. Designated associates will be required
      to sign a statement annually that they have read this policy, and have disclosed
      any violations or are not aware of any violations.




Because
      these Standards are so critical to ensuring our integrity and our reputation,
      violations could result in disciplinary action, up to and including termination
      of employment.







The
      Business Conduct Committee




The
      Company’s Business Conduct Committee (which includes our General Counsel, CFO
      and the Executive Vice President of Business Ethics) is responsible for setting
      the standards of business conduct set forth in these Standards, updating these
      Standards as appropriate, and monitoring compliance with, and enforcement of,
      these Standards. The Executive Vice President of Business Ethics is also
      responsible for overseeing the procedures designed to implement and enforce
      these Standards.







5


When
      and
      Where to Get Help or Report an Ethical Issue




As
      an
      organization, Charming Shoppes welcomes comments, questions, and discussions
      on
      our Standards of Business Conduct and all ethical issues relating to the
      Company. If you have a question about these Standards or wish to report an
      ethical issue you should contact a member of the Business Conduct
      Committee:




Tony
                DeSabato (Chair)
            Eric
                Specter215
                638 6636
            215
                638 6740tony.desabato@charming.com
            eric.specter@charming.comColin
                Stern215
                638 6898colin.stern@charming.com





You
      may
      also report ethical issues or violations of our Standards by accessing the
      following anonymous, non-traceable methods.




**Financial
      Compliance Hotline (800-227-4602)**


To
      report
      an issue regarding the Company’s financial statement disclosures, accounting,
      internal accounting controls, or auditing matters, call the anonymous,
      toll-free, non-traceable Financial Compliance Hotline (800-227-4602) or write
      your concerns and forward them in a sealed envelope to:




Chair
      of
      the Audit Committee


c/o
      General Counsel


Charming
      Shoppes, Inc.


450
      Winks
      Lane


Bensalem,
      PA 19020




The
      envelope must be labeled with “To be opened by the Audit Committee only” or a
      similar statement. The General Counsel is obligated to forward associates’
concerns, whether they are received from telephone or written communication,
      to
      the Chair of the Audit Committee and will do so promptly. He will also keep
      those communications confidential.




If
      you
      wish to discuss any matter with the Audit Committee, indicate this in your
      submission and include your contact information so that the Audit Committee
      can
      contact you if it deems contact appropriate.




The
      Audit
      Committee will ensure that proper steps are taken to investigate the issues,
      resolve them in a timely manner, and take any action that it deems
      appropriate.




Any
      Charming Shoppes associate who lawfully discloses information about fraudulent
      activities within the Company or otherwise assists criminal investigators,
      federal regulators, Congress, his/her supervisor or other proper people within
      the Company, or other parties in a judicial proceeding in detecting and stopping
      fraud is protected by law against retaliation by the Company.







**Business
      Ethics Hotline (800-350-0329)**


If
      you
      have a business ethics concern not related to the Company’s financial statement
      disclosures, accounting, internal accounting controls or auditing matters,
      you
      can access the anonymous, toll-free, non-traceable Business Ethics Hotline
      (800-350-0329).






6


You
      may
      also express concerns in writing (in an envelope labeled “confidential”) and
      addressed to:




E.V.P.,
      Business Ethics


Charming
      Shoppes, Inc.


450
      Winks
      Lane


Bensalem,
      PA 19020










Waivers
      of these Standards




No
      waivers of these Standards for executive officers or members of the Board of
      Directors can be granted without approval from our Board of Directors and prompt
      disclosure to the Company’s shareholders, along with the reasons for the waiver.
      No waivers of these Standards for other associates can be granted without the
      approval of the Executive Vice President of Business Ethics. Amendments to
      these
      standards must be approved by our Board of Directors and will be disclosed
      to
      the Company’s shareholders.







Charming
      Shoppes’ Policy Regarding Retaliation




We
      are
      committed to ensuring that Charming Shoppes associates do not face retaliation,
      reprisals or any career disadvantage for complying with these Standards.
      Retaliation is strictly prohibited and the Company will take action against
      individuals engaging in such conduct, up to and including termination of
      employment. If you suspect that you or someone you know has been retaliated
      against for complying with these standards or for, in good faith, reporting
      a
      violation of or suspected or potential violation of, these standards, contact
      the Executive Vice President of Business Ethics or any other member of the
      Business Conduct Committee immediately.







Frequently
      Asked Questions




Throughout
      this Code, we have included a series of questions and answers to provide
      guidance on ethical challenges that many of our associates may encounter in
      the
      normal course of doing their jobs. This list of “Q & As” is not an
      exhaustive list. It does not address all situations and does not answer the
      many
      questions on what the law requires. The Company asks that you remain sensitive
      to any situation that makes you wonder what the proper, legal, ethical response
      would be and, in advance of acting, seek clarification by
      contacting:




·
            Someone
                in your reporting structure,




·
            A
                senior leader,




·
            Any
                member of the Business Conduct Committee (Tony DeSabato, Eric Specter,
                Colin Stern),




·
            The
                Business Ethics Hotline (800-350-0329),
                or




·
            The
                Financial Compliance Hotline (800-227-4602) in the event of financial
                disclosure, accounting, internal accounting controls, or auditing
                matters.




7





Our
      Standards




**Accuracy
      of Books, Records and Financial Statements**




Accurate
      reporting is essential to ensuring the integrity of Charming Shoppes’ books and
      accounting records. We maintain a system of internal controls, including
      procedures to protect Company assets that provide reasonable assurances to
      management that transactions are properly authorized, completely and accurately
      recorded and are in compliance with generally-accepted accounting principles
      (GAAP) at all times.




As
      part
      of this commitment we also:




·
            Maintain
                a system of effective internal
                controls,




·
            Maintain
                books and records that in reasonable detail completely, accurately
                and
                fairly reflect the Company’s
                transactions,




·
            Prohibit
                the unauthorized acquisition, use, or disposition of Company assets,
                and
                the establishment of any undisclosed or unrecorded funds or assets,
                false
                or misleading entries in
                the Company’s
                books and records; and




·
            Maintain
                a system of internal controls and procedures that will provide reasonable
                assurances to management that material information about the Company
                is
                accumulated and
                communicated
                to management, including the Chairman, President and CEO and CFO,
                to allow
                timely decisions regarding
                disclosure.









**Books
      and Records**




As
      Charming Shoppes associates, we are responsible for maintaining complete,
      accurate and timely books and records related to our areas of responsibility.
      This includes sales records, time cards, expense reports, disbursement records
      and other financial records, particularly journal entries and financial
      statements.







**Financial
      Statements**




Charming
      Shoppes executives, board members and associates are responsible for providing
      fair, accurate, complete and understandable financial information on a periodic
      and timely basis to its shareholders, the investment community, creditors,
      governmental agencies and others. The Company’s reports and documents filed
      with, or submitted to, the Securities and Exchange Commission and other public
      communications must include fair, accurate, timely, complete and understandable
      disclosures.




As
      Charming Shoppes associates, we must ensure that the Company’s periodic reports
      and public statements comply with all applicable regulations and are fair,
      accurate, timely, complete, and understandable. In particular, the Company’s
      financial statements included in its periodic reports must accurately and fairly
      disclose the Company’s assets, liabilities and other material transactions
      engaged in by the Company.




Any
      Charming Shoppes associate, who becomes aware of any non-compliance with
      applicable regulations, or of any inaccuracy in any of the Company’s reports and
      public statements, or material omission from the Company’s reports and public
      statements, must immediately report such inconsistencies or omissions to the
      Chair of the Audit Committee (using the procedures outlined above). As Charming
      Shoppes associates, we must never knowingly misrepresent, or cause others to
      misrepresent, facts about the Company within or outside the Company, including
      to the Company’s directors and auditors or to government regulators and
      self-regulatory organizations. We must also engage in due diligence when
      investigating any such reports.






8





**Q&A:
      Accuracy of Books, Records, and Financial Statements**




Q:
                I’m an hourly associate and my supervisor has asked me to help out
                with
                some extra work off the clock. What should I
                do?




A:
                The law requires that the Company keep accurate time records. Hourly
                associates are not permitted to work off the clock, and it is
                inappropriate for a supervisor to make this request. Politely inform
                your
                supervisor that you would be happy to do the work, but that you cannot
                submit an inaccurate time record by not recording your hours. You
                should
                then report the incident through the Business Ethics
                Hotline.







**Anti-boycott
      and Import Laws**




Charming
      Shoppes and its associates must comply with, U.S. anti-boycott laws that
      prohibit U.S. firms and persons (and their controlled foreign subsidiaries)
      from:




·
            Refusing
                or agreeing to refuse to do business with a country, it’s nationals or
                blacklisted companies for boycott-related
                purposes;




·
            Discriminating
                or agreeing to discriminate against individuals or companies on the
                basis
                of race, religion, sex, national origin or
                nationality;




·
            Paying,
                honoring, negotiating or implementing letters of credit containing
                prohibited boycott provisions.




As
      Charming Shoppes associates, we must not participate in any foreign economic
      boycott unless sanctioned by the U.S. Government, nor engage in any discussion
      with representatives of other companies, agencies, or governments regarding
      possible anti-boycott activities. In addition, associates must report any oral
      or written request to participate in an economic boycott to the Executive Vice
      President of Business Ethics so that it can be reported to the U.S.
      government.




As
      Charming Shoppes associates, we must also ensure that the products we import
      are
      imported in compliance with the applicable laws of the importing country. Any
      associate involved in such activity is required to know the laws of the
      countries from whom we import products as well as any U.S. import
      restrictions.




We
      must
      also report any violations of anti-boycott or import laws to the Executive
      Vice
      President of Business Ethics Associates can also contact the anonymous
      non-traceable Business Ethics Hotline (800-350-0329) and provide enough
      information for an investigation to take place.




If
      you
      have questions or need clarification on this provision, contact your supervisor,
      your Human Resources representative or the Executive Vice President of Business
      Ethics.







**Antitrust
      and Competition Laws**




Antitrust
      and competition laws protect free enterprise by prohibiting activities and
      agreements that improperly reduce competition and restrict trade. Antitrust
      law
      violations occur when people contract, combine or conspire with third parties
      to
      engage in certain anti-competitive acts, or when individuals make certain
      contractual or other business decisions that unfairly affect
      competition.




Charming
      Shoppes is committed to competing fairly in the marketplace. Charming Shoppes’
policy is to comply with all provisions of the antitrust laws of the United
      States, individual states, and applicable laws of the countries where we do
      business.




Many
      of
      the antitrust rules are complex and technical. They prohibit various kinds
      of
      agreements with competitors, suppliers, and customers. These rules include
      such
      areas as price fixing, refusals to deal with certain vendors, exclusive dealing
      arrangements, etc. If you encounter a situation that raises a question about
      antitrust or competition laws or regulations, contact any member of the Business
      Conduct Committee for clarification.




9





**Associate
      Privacy**




As
      part
      of the employment process, Charming Shoppes gathers certain associate
      information including (but not limited to) addresses, telephone numbers, social
      security numbers, and medical and benefits information.




As
      Charming Shoppes associates, we have a responsibility to protect such
      information from unlawful use or disclosure. We must follow all Company policies
      related to protecting the privacy of associate data. Associate information
      must
      be provided only to those inside the Company who have a clear business need
      for
      the information. Associate information must not be provided to anyone outside
      the Company without the associate’s prior consent, except (i) to verify
      employment; (ii) as necessary to provide benefits or services to the associate;
      or (iii) to comply with legal requirements.  We must also immediately
      contact a manager, or the Executive Vice President of Business Ethics, if such
      information is compromised.




We
      must
      not keep personal items, messages or information that we consider to be private
      on Company telephone systems or computer systems (including email) as these
      are
      Company property and may be monitored by the Company.




**Q&A:
      Associate Privacy**




Q:
                A friend of mine asked me to give her the names and phone numbers
                of
                co-workers so she can send them a solicitation for a charity for
                which she
                is helping raise money. Can I do
                this?




A:
                No. You would have to obtain permission from each co-worker to disclose
                their information. You should not do that in that it would put your
                co-worker in an awkward position. When you obtain personal information
                about a co-worker, such as address, telephone number, social security
                number, etc, that information is not to be disclosed to others. Of
                course,
                you can use the information in performing your
                duties.




Q:
                An associate recently asked me if another associate who works with
                us is
                HIV-positive. I know that she is. What should I
                do?




A:
                Nothing. Her HIV status is private employee medical information.
                Federal
                and state laws protect the privacy of such information. Because HIV
                is not
                contagious through casual contact it is not a health risk for other
                associates. You need to respect this associate’s privacy by not sharing
                this information with anyone else.







**Bribery
      and Corruption**




It
      is
      illegal and an unethical business practice to give or receive a bribe. A bribe
      is the payment of anything (money, gifts, and services) to influence a business
      decision.  In addition, Federal law prohibits the offer, promise or
      gift of anything of value to an employee, agent, or official of the federal
      government with the intent to influence such an individual within his/her area
      of responsibility. Charming Shoppes is committed to abiding by all applicable
      domestic and international laws related to bribery and corruption. (See “Gifts
      and Entertainment” below for clarification of the Company policy on gifts and
      entertainment by past, present, or prospective vendors.)




Any
      Charming Shoppes associate who works with our international operations and
      partners must learn about and comply with applicable foreign laws. As Charming
      Shoppes associates, we must discuss with the Executive Vice President of
      Business Ethics any situation where we believe a bribe has been offered,
      accepted, or requested. Associates can also contact the anonymous non-traceable
      Business Ethics Hotline (800-350-0329) and provide enough information for an
      investigation to take place.






10


**Q&A:
      Bribery and Corruption**




Q:
                A government official I am working with on a matter for the Company
                pulls
                me aside and says that in his area things go faster and easier if
                his boss
                is taken care of and that the going rate for walking these things
                through
                is about $1000 in cash. I need to get the job done quickly, what
                do I
                do?




A:
                Tell the official that you work for a public company and cannot make
                any
                payments to individuals in cash and report the incident to the Executive
                Vice President of Business Ethics.







**Competitive
      Practices**




Charming
      Shoppes seeks to achieve superior performance through legal, ethical, and fair
      competitive business practices. In the normal course of business, it is common
      to seek out and acquire information about various individuals or organizations,
      including competitors. Charming Shoppes routinely collects information on
      competitors, suppliers and vendors, and customers through a variety of
      legitimate methods. However, competing fairly in the marketplace means showing
      respect for the confidential information of competitors. As Charming Shoppes
      associates, we must never use improper means to seek confidential, non-public
      information about our competitors. We must never misrepresent ourselves, our
      positions, or our circumstances to persuade another to release such information
      and never commission a third party to obtain the release of such information.
      Any associate receiving confidential competitor information, whether
      accidentally or otherwise, is to report such receipt to the Executive Vice
      President of Business Ethics or contact the anonymous non-traceable Business
      Ethics Hotline (800-350-0329) and provide enough information for an
      investigation to take place.




**Q&A:
      Competitive Practices**




Q:
      Is
      comparison shopping permitted?




A:
                Comparison shopping is essential and permissible in our business.
                However,
                comparative shopping must be performed legally and ethically with
                sensitivity and respect for the competitor’s operations. Comparative
                shopping should not involve any attempt to receive or receipt of
                confidential non-public information and should never be disruptive
                to the
                competitors operation. When in a competitor’s store, do not enter any area
                of the store that is not open and accessible to the public. Do not
                ask for
                or accept documents, including price lists, which are not generally
                available to the public.




Q:
                During an interview with a candidate who is or was employed by a
                competitor can I ask them information about the competitor’s
                business?




A:
                Subject to the stated restrictions regarding obtaining material,
                non-public, confidential information, it is appropriate during the
                interview to acquire information about the candidates’ business
                accomplishments and the businesses in which they work or have worked,
                so
                as to assess the candidate’s qualifications and how well they would fit in
                with our organization.







**Confidential
      Information**




Some
      Company-related information we have access to at work is not generally known
      to
      the public and provides the Company with a business advantage. This confidential
      information includes (but is not limited to) strategic and business plans,
      financial information, sales information, pricing information, customer lists
      and data, lease terms with landlords, vendor terms with suppliers, product
      designs, advertising and promotional plans, and proprietary software and
      computer systems. Our shareholders rely on us to protect these important
      business assets from unlawful or inadvertent disclosure.




11


Because
      the confidentiality of this information is so critical to our ability to compete
      effectively in the marketplace, unauthorized or premature disclosure could
      have
      a serious financial impact on the Company and may subject the Company and its
      associates to liability, including penalties for insider trading.




As
      Charming Shoppes associates, we should never disclose Company confidential
      information to any third party, except as authorized by the Company as part
      of
      our job responsibilities. We must properly label confidential
      documents.  We must also notify a manager or the Executive Vice
      President of Business Ethics if we know of a situation in which the Company’s
      confidential information has been compromised.




**Intellectual
      Property Protection**




Our
      obligation to protect the Company’s confidential information includes our
      intellectual property—those creative ideas and expressions of our associates
      that have commercial value.




As
      Charming Shoppes associates, we must disclose any business-related written
      works, technological advances or unique solutions to business problems to the
      Legal Department so the Company can provide legal protection by securing
      copyrights, patents and trademarks. Any written documents whose content is
      protected under a trademark should be marked with the appropriate symbols such
      as “®” (registered trademark), “TM” (trademark), or “SM” (service mark) when
      using our works in text. Copyrighted work should contain the notice “© (Company)
      (Year).” We must also seek guidance from the legal department if we suspect that
      a Company patent or trademark is being infringed, or have questions on the
      use
      of patents, trademarks or copyrights.







**Computer
      and Network Security**




Our
      computer networks, computers, and software are the foundation of our Company’s
      information and communications infrastructure. These systems are vital to the
      continued success of our business. However, left unsecured, these networks
      can
      pose a substantial risk to our confidential information.




As
      Charming Shoppes associates, we must do everything possible to protect our
      computers and networks from unauthorized access. We must strictly follow all
      Company security policies and procedures including appropriate use of IDs and
      passwords, pass codes, building-access key cards, and computer systems,
      including corporate data, electronic communications and application
      software.




If
      you
      have questions or need clarification on this provision, contact the Executive
      Vice President of Business Ethics.







**Q&A:
      Confidential Information**




Q:
      A
      friend of mine has asked me how business is going. What can I tell
      them?




A:
                In social settings it is common to have discussions about work. However,
                you should never reveal any confidential information that has not
                been
                publicly disclosed by the Company.  It is always permissible to
                refer back to recent public disclosures of sales information, profit
                information, or any other information that is set out in an official
                Company press release.  This information is readily accessible
                on the Charming Shoppes website on the
                Internet.




Q:
                I saw a message posted on the internet on the Charming Shoppes message
                Board that has incorrect information. Can I post a message clarifying
                it?




A:
                No. No associate is authorized or permitted to post messages on such
                a
                public communication. The Company has a clear policy on the public
                disclosure of information. See “Public and Media
                Communications.”






12





**Conflicts
      of Interest**




As
      Charming Shoppes associates, we have a responsibility to act in Charming
      Shoppes’ best interests. Sometimes, however, we may have a personal or financial
      stake in the outcome of a decision, as well as influence over that
      decision.  In such situations, if we put our own interests ahead of
      the interests of the Company or its shareholders or customers, a conflict of
      interest exists.  Even the appearance of impropriety in such
      situations can damage the reputation of both the associate and the
      Company.




As
      Charming Shoppes associates, we must avoid the following situations which may
      influence our judgment and cause us to act outside the best interests of the
      Company and its shareholders or customers.




**Outside
      Employment**




Serving
      as an officer, director, associate or partner of, or consultant to, a competitor
      company or a company that has a current or potential business relationship
      with
      Charming Shoppes could present a conflict of interest.




As
      Charming Shoppes associates, we may only work with organizations whose interests
      do not interfere with our Company responsibilities. We must obtain written
      approval from the Executive Vice President of Business Ethics before accepting
      a
      second job or any affiliation with an organization that is a Company competitor,
      customer, supplier or provider of goods or services.







**Financial
      Investments**




Any
      Charming Shoppes associate who holds, or has an immediate family member who
      holds, greater than a 5 percent financial interest in a competitor (or a company
      that has a current or potential business relationship with Charming Shoppes)
      has
      a conflict of interest. “Financial interest” is defined as any stock or
      ownership interest, particularly issued and outstanding shares of stock of
      a
      corporation traded on a national securities exchange or over-the-counter market.
      “Immediate family member” means a spouse or domestic partner, parent, parent of
      a spouse or domestic partner, siblings, siblings-in-law, children, stepchildren,
      grandchildren, grandparents, aunts, uncles, nephews and nieces.




As
      Charming Shoppes associates, we must disclose to the Executive Vice President
      of
      Business Ethics any direct or indirect financial interest of any kind or nature,
      other than through publicly traded mutual, index, etc. funds over which the
      associate or immediate family member has no investment control, that we, or
      an
      immediate family member, hold in any business, partnership, proprietorship,
      company or other person which supplies goods and/or services, directly or
      indirectly, or which competes with any Charming Shoppes business.




An
      associate must never make or influence any decision on behalf of the Company
      which could directly or indirectly benefit them or a family member who has
      a
      significant interest in a transaction with a competitor or any supplier. Such
      situations which would create a conflict of interest or the appearance of a
      conflict of interest should be disclosed to the Executive Vice President of
      Business Ethics.







**Close
      Personal Relationships**




Any
      Charming Shoppes associate who has an immediate family member or close personal
      relationship, which might influence him or her to act outside the best interests
      of the Company, faces a potential conflict of interest. These types of conflicts
      can have a negative impact on working relationships and result in fairness
      or
      even harassment issues.




As
      a
      general rule, Charming Shoppes associates must not hire close friends or
      immediate family members in the same store or business unit, and must not let
      any immediate family member report to another immediate family member, directly
      or indirectly. However, because of Charming Shoppes’ history as a family
      business, some limited exceptions to this policy may be granted. However, any
      exceptions must be approved by the Executive Vice President of Business
      Ethics.




Close
      personal relationships (dating) between supervisors and associates are also
      discouraged. As Charming Shoppes associates, we must never engage in close
      personal (dating) relationships with vendors and suppliers.




13


As
      Charming Shoppes associates, we must promptly disclose any potential conflicts
      of interest, and any conduct that could be perceived by others as a conflict
      of
      interest, in writing, to the Executive Vice President of Business Ethics or
      another member of the Business Conduct Committee. We must direct any questions
      regarding conflicts of interest to the Executive Vice President of Business
      Ethics or another member of the Business Conduct Committee.




Upon
      reporting of the conflict or potential conflict of interest, the Company will
      determine whether the situation is detrimental to the interests of the Company.
      Many conflicts of interest can be resolved in a simple and mutually acceptable
      way. However, while we respect each individual’s right to privacy, if an
      associate’s personal affairs create, or appear to create, a potential conflict
      of interest, we may insist on full disclosure of the relevant facts so we can
      determine whether or not such a conflict exists.  In most cases, if it
      is determined that such a conflict exists; one of the associates involved will
      likely be reassigned.







**Q
      & A: Conflicts of Interest**




Q:
                I was just hired, but my previous employer called and asked if I
                could
                work part-time a few evenings a week and one day on the weekend.
                The
                business is a retail clothing store but is not a direct competitor.
                Can I
                take the part-time work?




A:
                It might be okay for you to take this job, but you should talk to
                Human
                Resources or the Executive Vice President of Business Ethics first,
                since
                this is a potential conflict of
                interest.




Q:
      I
      recently inherited stock in a competitor‘s company. Do I have to sell
      it?




A:
                It depends on the size of the investment. You should talk to the
                Executive
                Vice President of Business Ethics or another member of the Business
                Conduct Committee to determine whether or not you will need to sell
                the
                stock.




Q:
      My
      niece plans to apply for a job in a store I manage. Can I hire her for the
      position?




A:
                No. This is not a good idea because it could result in favoritism,
                or at
                least the appearance of favoritism. You should ask your niece to
                apply to
                another store.




Q:
                My spouse has his own video production company. I’m about to develop a new
                video for Charming Shoppes. Can I use my spouse’s
                company?




A:
                Probably not. This situation raises serious conflict of interest
                issues.  The Company’s dealings with vendors must be totally at
                arm’s length. Whether contracting this work out to your spouse’s company
                is appropriate will depend on a review of all the facts and circumstances.
                If an issue like this arises, please contact the Executive Vice President
                of Business Ethics for
                clarification.







**Customer
      Privacy**




Our
      customers entrust us with certain information, including (but not limited to)
      addresses, telephone numbers, social security numbers, and account and
      purchasing information. We have a responsibility to safeguard this information
      from unauthorized use or disclosure.




As
      Charming Shoppes associates, we must follow all laws and Company policies
      related to data privacy. Customer information must be provided only to those
      inside the Company who have a clear business need for the information and must
      not be given to outside companies except in the conduct of our business, to
      comply with applicable privacy laws, to protect against fraud or suspected
      illegal activity, or to provide customer services. We must also immediately
      contact a manager or the Executive Vice President of Business Ethics if such
      information is compromised. Associates can also contact the anonymous
      non-traceable Business Ethics Hotline (800-350-0329) and provide enough
      information for an investigation to take place.






14


**Q&A:
      Customer Privacy**




Q:
                My cousin is starting a business that does not compete with the Company
                and has asked me to keep track of the names, address, and phone numbers
                of
                some of our customers, so she can send them information on her business.
                Is it okay to do this?




A:
                No. Customer information is confidential and is not to be used for
                any
                purpose other than authorized business purposes. Names, addresses,
                telephone numbers, social security numbers, credit card numbers,
                credit
                ratings, etc that come to your attention are not to be used for personal
                use or for any third party use not authorized by the
                Company.







**Drug
      and Alcohol Use**




Being
      under the influence of alcohol or drugs at work, or improperly using medication,
      diminishes an associate’s ability to perform and compromises the safety of
      fellow associates and others with whom they come into contact.




As
      Charming Shoppes associates, we must not use, sell, purchase or possess alcohol
      or illegal drugs while on Company property or while conducting Company business,
      and must not abuse or sell or purchase prescription drugs without a
      prescription. Limited consumption of alcohol while on Company property or while
      conducting Company business is permitted, but only for certain authorized
      Company-sponsored events with pre-approval at the Executive Vice President
      level
      or above.




We
      must
      also protect the safety of others by talking to a manager or a representative
      from Human Resources if we observe that an associate’s performance is being
      impaired by the use of alcohol, illegal substances or drugs, on Company
      property.




**Q&A:
      Drug and Alcohol Use**




Q:
      An
      associate often comes back from lunch smelling of alcohol. What should I
      do?




A:
                Talk to your manager about your concerns. This person’s drinking could be
                jeopardizing the safety of the team and needs to be
                addressed.




Q:
                I know that one of my associates is using illegal drugs on the job.
                I want
                to talk to her instead of telling our manager. Is this the right
                thing to
                do?




A:
                You are doing the right thing by helping your associate, but drug
                use on
                the job is of serious concern to the Company. It involves the presence
                of
                illegal substances on Company property, other legal issues, safety
                issues,
                and customer relations issues. You should bring the matter to the
                attention of your manager, Human Resources, or the Executive Vice
                President of Business Ethics.







**Environment**




Charming
      Shoppes is committed to protecting the environment and complying with all
      applicable environmental laws and regulations.




Any
      Charming Shoppes associate, who works with hazardous chemicals, or other
      environmental hazards, must be familiar with any federal, state and local
      environmental laws that apply to his or her job. Such associates must report
      any
      violations of such laws to the Executive Vice President of Business Ethics.
      Associates can also contact the anonymous non-traceable Business Ethics Hotline
      (800-350-0329) and provide enough information for an investigation to take
      place.




Charming
      Shoppes associates must also cooperate with Company initiatives to conserve
      energy and other resources, to reduce the amount of waste the Company produces,
      and to participate actively in any recycling efforts.




If
      you
      have questions or need clarification on this provision, contact the Executive
      Vice President of Business Ethics.




15





**Equal
      Treatment and Respect**




Charming
      Shoppes is committed to a diverse workplace free from discrimination and
      harassment. We will recruit, hire, train, promote and provide other terms and
      conditions of employment without regard to a person’s race, color, religion,
      gender, age, national origin, sexual orientation, marital status, disabilities
      or veteran status.




As
      Charming Shoppes associates, we must treat others with respect on the job and
      comply with all applicable equal employment opportunity laws, including those
      related to discrimination and harassment. We must never tolerate discriminatory
      conduct or harassment of any kind, including that of a sexual nature. We must
      also refrain from making jokes, slurs or other remarks that are about race,
      color, religion, gender, age, national or ethnic origin, sexual orientation,
      martial status, disabilities, veteran’s status or are of a sexual nature that
      can encourage or create an offensive or hostile environment. We will also not
      tolerate implicit or explicit verbal threats, intimidation or
      violence.




Retaliation
      against a person who makes a complaint of discrimination or harassment in good
      faith, or who participates in an investigation, is prohibited. Any Charming
      Shoppes associate who feels discriminated or retaliated against, should promptly
      report the behavior to his or her manager, Human Resources, or the Executive
      Vice President of Business Ethics Associates can also contact the anonymous
      non-traceable Business Ethics Hotline (800-350-0329) and provide enough
      information for an investigation to take place.




**Q&A:
      Equal Treatment and Respect**




Q:
                One of our vendors is always asking me out on dates. No matter how
                many
                times I tell him I’m not interested, he keeps asking me. I told my boss
                about this behavior and she told me to just ignore him. His behavior
                really bothers me. What should I
                do?




A:
                What this vendor is doing may be sexual harassment since you’ve asked him
                to stop asking you out, and he hasn’t. Regardless, the behavior is not
                appropriate. You need to discuss the situation with Human Resources
                or the
                Executive Vice President of Business
                Ethics.







**Fair
      Labor Practices**




Charming
      Shoppes is committed to doing business with vendors who share the Company’s
      commitment to act with integrity, especially regarding compliance with fair
      labor laws. Charming Shoppes vendors are expected to comply with fair labor
      practices in their own operations, and monitor the fair labor practices of
      their
      contractors and subcontractors.




Our
      Fair
      Labor Compliance Program includes factory compliance inspections. Furthermore,
      our vendors are all asked to sign a Vendor’s Code of Conduct which includes
      provisions regarding the use of child labor, use of prison labor, payment of
      fair wages, overtime, and other working conditions.




As
      Charming Shoppes associates, we must work to ensure that vendors are complying
      with our Fair Labor Compliance Program. If we become aware of any vendors who
      are not in compliance, we must immediately notify the Executive Vice President
      of Business Ethics.




If
      you
      have questions or need clarification on this provision, contact the Executive
      Vice President of Business Ethics.




**Q&A:
      Fair Labor Practices**




Q:
                I think one of our vendors is not being honest with us about their
                use of
                a particular subcontractor because this subcontractor doesn’t comply with
                fair labor laws. What should I do?




A:
                You should contact the Executive Vice President of Business Ethics
                so that
                your suspicions can be investigated, and an inspection can be conducted
                through the fair labor compliance program, if
                appropriate.






16





**Fraudulent
      Behavior**




Fraud
      is
      a broad concept that refers generally to any intentional act to cheat, trick,
      steal, deceive or lie to secure an unfair or unlawful gain. It is important
      to
      understand what fraud is so that you can recognize it and avoid mistakes. Some
      examples include: submitting false expense reports; forging or altering checks;
      misusing Company property, or misappropriation of Company assets, including
      embezzlement, payroll fraud and theft; unauthorized handling or reporting of
      transactions; and making an entry on the Company’s financial records or
      financial statements that is not in accordance with proper accounting standards.
      Intentional acts of fraud by associates are prohibited and are subject to strict
      disciplinary action, including dismissal and possible civil or criminal
      action.







**Gifts
      and Entertainment**




In
      a
      business relationship, exchanging gifts or entertainment of a nominal value
      can
      create goodwill and establish trust. This goodwill and trust is severely
      compromised if we accept gifts or entertainment from suppliers or vendors that
      are excessive in value or frequency. This is particularly true if they are
      used,
      or it appears they are being used, to gain an unfair business
      advantage.




Using
      good judgment and moderation, the occasional giving or acceptance of gifts
      or
      entertainment of nominal value is appropriate. However, all such gifts or
      entertainment must be properly recorded in the Company’s books and records, must
      be within Company guidelines, and must never be intended to influence a business
      decision.




Following
      are specific guidelines regarding gifts and entertainment.




**Government
      Associates**




Federal
      law prohibits the offer, promise or gift of anything of value to an employee,
      agent, or official of the federal government if intended to influence such
      individual within his/her area of responsibility. As Charming Shoppes
      associates, we must never give gifts of any kind to government associates,
      agents or officials.  We must also get approval from a manager or the
      Executive Vice President of Business Ethics if we want to provide nominal
      entertainment to government associates, agents or officials.







**Gifts**




As
      Charming Shoppes associates, we must only accept gifts that are consistent
      with
      Company policy and the policies of the giver’s company. We must not accept cash
      gifts or gifts that are excessive in value. We must not accept gifts from any
      associate of a current or prospective vendor or supplier if such a gift is
      or
      could be construed as a bribe or if the gift would violate any laws or
      regulations. Store associates must never accept gifts from
      customers.




All
      gifts
      received in excess of nominal value should be returned to the giver with a
      note
      explaining our policy and should be reported to the Executive Vice President
      of
      Business Ethics Perishable gifts in excess of nominal value that cannot be
      returned must be donated to charity.




Prior
      approval must be obtained in order to give gifts to any employee of a vendor,
      prospect or supplier. Gifts will only be approved if they are:




a)
      Not a
      cash gift;




b)
      Consistent with customary business practices; and




c)
      Not
      excessive in value.




In
      no
      event may you give such a gift if it could be reasonably construed as a bribe
      or
      if giving the gift would violate any law or regulation.






17





**Purchases
      from Vendors**




As
      Charming Shoppes associates, we may not purchase samples, products, merchandise,
      or services from Company vendors or suppliers at cost, wholesale, or at a
      discount regardless of the vendor’s or supplier’s pricing policy, practice, or
      program. This standard does not prohibit arms length dealings with vendors
      or
      suppliers on the same basis, terms, and conditions as are offered by the vendor
      or supplier to the public at large, or that have been differently arranged
      by
      the Company in advance and are made applicable by the Company to Charming
      Shoppes associates in general.




If
      you
      have questions or need clarification on this provision, contact the Executive
      Vice President of Business Ethics.







**Q
      & A: Purchases from Vendors.**




Q:
                I was in a vendor’s office and admired one of their products. The vendor
                offered me a sample. When I told them I couldn’t accept it, they offered
                to give it to me at a special discount. Can I do this, on this
                basis?




A:
                Probably not. You cannot accept a special discount from a vendor
                based on
                your status as an associate. However, this does not prohibit you
                from
                buying merchandise from a vendor on the same basis that is offered
                generally to the public. Also, from time to time, the Company may
                enter
                into relationships with vendors and arrange for special discounts
                for any
                of our associates. Purchases from vendors under terms arranged by
                the
                Company are permissible. If you have a question about a purchase
                from a
                vendor, please contact the Executive Vice President of Business
                Ethics.







**Entertainment**




As
      Charming Shoppes associates, we must obtain prior approval before participating
      with vendors and suppliers in meals, sporting, cultural and similar events.
      We
      are not permitted to participate in such events when they are excessive in
      value
      or frequency, are not in the ordinary course of business, are not consistent
      with Company policies, or violate the policy of any other party
      involved.







**Corporate
      Opportunities**




As
      Charming Shoppes associates, we owe a duty to the Company to advance its
      legitimate interests when the opportunity arises. Therefore, we must never
      take
      advantage of personal opportunities that are discovered through the use of
      corporate property, information, or our position with the Company, unless the
      Company has knowingly decided not to avail itself of the opportunity and
      approves our participation in that opportunity. We must not use corporate
      property, information, or our position for improper personal gain, and
      associates and Officers may not compete for business with the Company directly
      or indirectly without the consent of the Board of Directors.




Our
      family members must not receive compensation, commissions or gifts from current
      or prospective vendors or suppliers if such receipt could be construed as
      influencing the Company’s decision as whether to undertake or expand a
      relationship with that vendor or supplier.




Finally,
      we must not accept bribes, payoffs, kickbacks or kickback schemes, unexplained
      rebates, disguised markdown or other allowances or expenses or anything that
      may
      be considered illegal, unethical or compromising.




If
      you
      have questions or need clarification on this provision, contact the Executive
      Vice President of Business Ethics.







**Q&A:
      Gifts and Entertainment**




Q:
                I’ve been working very closely with a vendor whose product is selling
                so
                well that I’ve placed a large re-order. They recently sent me a handbag
                from their line with a thank you note. Can I accept
                it?






18





A:
                No, you cannot accept the handbag. It should be returned to the giver
                with
                a note explaining our policy and should be reported to the Executive
                Vice
                President of Business Ethics.




Q:
                In gratitude for business we’ve given them over the years, a supplier
                wants to host a picnic for the people in my department during business
                hours. Can I accept?




A:
                Maybe. You should contact the Executive Vice President of Business
                Ethics
                to discuss the situation. Depending on the circumstance it may or
                may not
                be appropriate to participate.




Q:
                Recently I admired a garment that was in a batch of samples a vendor
                brought me, and the vendor’s representative offered to give it to me for
                free. Can I accept it?




A:
                No. Accepting samples from a vendor is not permitted under our policy.
                For
                guidance on purchases from vendors, see “Purchases from Vendors”
                above.







**Health
      and Safety**




Charming
      Shoppes values the contributions made by our associates and strives to provide
      a
      safe and secure work environment. Accordingly, we will comply with OSHA and
      other U.S. health and safety statutes and regulations, as well as any comparable
      laws in other countries where we do business.




As
      Charming Shoppes associates, we must comply with any Company health and safety
      policies, as well as all OSHA or other health and safety laws or regulations
      related to our jobs and promptly report health and safety violations to a
      manager or the Executive Vice President of Business Ethics. Associates can
      also
      contact the anonymous non-traceable Business Ethics Hotline (800-350-0329)
      and
      provide enough information for an investigation to take place.




**Q&A:
      Health and Safety**




Q:
                Someone is always propping open a fire door because it gets hot in
                that
                part of the building. How can I deal with this
                situation?




A:
                Propping a fire door open is a safety risk that should be reported
                immediately to your manager. If this is an ongoing problem that isn’t
                being addressed by your manager, you should speak with his or her
                manager,
                or the Executive Vice President of Business
                Ethics.




Q:
                The other day an associate was injured moving boxes. The employee
                hasn’t
                reported the injury, because she doesn’t feel it’s that serious, and she
                doesn’t want to jeopardize the team’s safety record. What should I
                do?




A:
                You have a responsibility to see that this issue is dealt with. You
                should
                encourage your associate to report the injury to your manager. If
                she
                fails to do so, you should speak to your manager instead. By doing
                this,
                you are protecting your associate’s health and preventing further
                injury.







**Insider
      Trading**




Some
      of
      the Company’s confidential information is considered by law to be “material”
because it could affect an investor’s judgment about whether or not to buy,
      sell, or hold Company securities, or the securities of third parties with whom
      we have a business relationship. When such information has not been adequately
      disclosed to the public (such as through a Company press release or a filing
      with a government agency), the information is considered “non-public.” Buying or
      selling securities based on material, non-public information is called “insider
      trading” and is illegal.




As
      Charming Shoppes associates, we must never use material, non-public information
      in connection with any securities transaction, or communicate that information
      to anyone outside the Company who may do so. In addition, we must not permit
      any
      family member or anyone acting on our behalf to purchase or sell securities
      based on Company (or third party) material, non-public information.




19


If
      you
      have questions or need clarification on this provision, contact General Counsel,
      Colin Stern.




**Q&A:
      Insider Trading**




Q:
                A vendor gave me a “hot tip” about a merger he knows is being announced at
                his company in a few weeks. I’m thinking about buying some stock. Can I do
                this?




A:
                No. If you buy stock based on the confidential merger information,
                you
                would be acting on material, non-public information and violating
                insider
                trading laws.







**Loans**




Associates
      should not make or accept loans from any persons or entities having or seeking
      to do business with the Company, other than accepting a loan from a financial
      institution through the normal course of business at prevailing interest rates
      at the time of borrowing.







**Marketing
      Integrity**




Charming
      Shoppes’ policy is to engage in marketing, advertising and promotional practices
      that do not jeopardize the trust placed on the Company by customers, vendors,
      suppliers, and the public.




Our
      advertising complies with all laws regarding product information and pricing,
      comparative pricing, product availability, credit terms, warranty statements,
      and telephone and mail order processing.




As
      Charming Shoppes associates, our communication of information about our products
      and services must be truthful and accurate. Charming Shoppes’ policy is that
      promotional materials must not be misleading, deceptive, or
      fraudulent.







**Political
      Contributions and Activities**




Charming
      Shoppes encourages participation in the political process by associates.
      However, such activity must occur strictly on an individual and private basis
      and not on behalf of the Company.




As
      Charming Shoppes associates, we must not conduct personal political activity
      on
      Company time or using Company property or equipment. We must not make political
      contributions or incur political expenditures on behalf of the Company or obtain
      reimbursement for any such contribution or expenditure.




We
      must
      not make any direct or indirect contributions to political candidates, office
      holders or any political parties on behalf of the Company unless the
      contribution is legal and directly authorized by the Company’s Chief Executive
      Officer.  This includes (but is not limited to): purchasing tickets to
      political events, furnishing Company goods or services, loan of Company
      personnel during working hours or payment for advertisements and other campaign
      expenses.




We
      must
      also never force, direct or in any way coerce another associate to make a
      political contribution. Contributions and expenditures are not limited to cash
      contributions to candidates or committees. They also include purchases of
      tickets to political dinners, advertisements on behalf of candidates, and
      donations of corporate property, services or personnel.




We
      must
      also not make contributions to trade associations or their political action
      committees where such contributions will be directly or indirectly used for
      political purposes. This includes campaign contributions and lobbying expenses,
      except for contributions made by trade associations of which the Company is
      a
      member, in support of legitimate lobbying efforts that have been previously
      approved by the Business Conduct Committee.






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**Q
      & A: Political Activity**




Q:
                I was recently elected to city council in the community where I live.
                Charming Shoppes plans to open some stores there and will need to
                apply
                for renovation permits through the council. What should I
                do?




A:
                You should inform the Executive Vice President of Business Ethics
                and the
                council, of the potential conflict of interest, and obtain direction
                from
                the Executive Vice President of Business
                Ethics.




Q:
                I’m working on a political campaign for a candidate running for local
                office.  I didn’t have time to run off flyers for an upcoming
                meeting. I only need a hundred copies and it will only take a few
                minutes.
                Can I do the copying at work?




A:
                No. There are two problems with this. This would be an improper use
                of
                Company assets. It might lead to a claim that the Company was engaging
                in
                inappropriate political activity.







**Public
      and Media Communications**




Charming
      Shoppes is committed to delivering accurate and reliable information to the
      media, financial analysts, investors, brokers and other members of the public.
      All public disclosures, including forecasts, press releases, speeches and other
      communications will be accurate, timely and representative of the facts. No
      investor, broker or financial analyst will receive special or favored
      treatment.




As
      Charming Shoppes associates, we must respect the abilities of our public
      relations and investor relations professionals and promptly forward all requests
      for information from outside the Company to them.




**Q
      & A: Public and Media Inquiries**




Q:
                I recently received a phone call from someone outside the Company
                asking
                about what we expect the hot trends to be next season. I know what
                we plan
                to feature in a big way next season, but am not sure if I should
                talk to
                this person. What should I do?




A:
                Because the question relates to non-public future plans, the caller
                is
                asking you to discuss confidential information, which you should
                not
                do.  You should tell the caller that you will take down his or
                her contact information and provide it to the appropriate channel
                for a
                response. You should then contact Public Relations (Catherine Lippincott)
                or Investor Relations (Gayle Coolick) and provide them with the
                information.




Q:
                I want to post a message on the Company message board on the internet
                telling everyone how great the Company is. Can I do
                this?




A:
                No. All public statements about the Company must go through approved
                channels. No associate is authorized or permitted to make public
                statements on behalf of or about the Company without prior approval.
                If
                you have a question regarding what you can say publicly or whether
                a
                communication is a public communication contact the Executive Vice
                President of Business Ethics.







**Records
      Retention**




In
      order
      to maintain the integrity of Charming Shoppes’ record-keeping and reporting
      systems, it is critical that records retention procedures for each respective
      area of the Company be followed, including how data is stored and retrieved.
      Altering or distributing any document without authorization is a violation
      of
      Company policy and, in many cases, illegal.




As
      Charming Shoppes associates, we have a responsibility to know how to document
      and transact any entries or records for which we are responsible, as well as
      a
      responsibility to know and follow all legal requirements regarding retention
      of
      those documents. No document—including originals, drafts, duplicates, as well as
      computer files, disk drives, hard disks, floppy disks, CD-ROMs or any other
      media –may be destroyed, altered or removed from any file or premises where it
      is stored other than in accordance with the Company’s records retention policy.
      Charming Shoppes associates who do so are subject to strict disciplinary action,
      including dismissal, as well as referral to appropriate
      authorities.




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**Use
      of Company Assets**




The
      Company’s assets, including information assets, such as the Internet, intranet,
      e-mail and other communications equipment, are important business assets and
      may
      be used only for Company business and for limited incidental use, such as
      important communications with close family members.




As
      Charming Shoppes associates, we must recognize that these Company resources
      are
      important assets and use them wisely. We must also safeguard the Company’s
      tangible assets against loss or unauthorized use.




We
      must
      not misuse the Associate Discount privilege or use Company funds or other
      Company property for illegal, unethical or otherwise improper purposes. These
      improper purposes include, but are not limited to, use of the Associate Discount
      for friends, use of funds for commercial or political bribery and diversion
      of
      money from legitimate corporate accounts for improper purposes. In addition,
      we
      must never establish, for any purpose, any unrecorded or undisclosed accounts
      or
      funds.




We
      must
      not use or divert Company property (including the services of other associates)
      for our own advantage or benefit and should not use corporate letterhead for
      matters not directly related to Company business.




If
      you
      have questions or need clarification on this provision, contact the Executive
      Vice President of Business Ethics.




**Q&A:
      Use of Company Assets**




Q:
                As soon as the school year starts, several associates start taking
                supplies from the office to give to their children. How can I handle
                this
                situation?




A:
                Tell your associates that supplies are only for office use. Also
                ask your
                manager to remind the whole team about the appropriate use of Company
                property.




Q:
                The easiest way for me to get hold of family members and close friends
                is
                through e-mail. Can I give out my work e-mail address for this
                purpose?




A:
                Yes. However, the Company policy permits only incidental use of Company
                e-mail for personal purposes.




Q:
                I am a store associate, and one of the other associates in my store
                is
                giving her employee discount to her friends. I don’t think it’s my place
                to say anything because I’m not her supervisor. What should I
                do?




A:
                Misuse of the associate discount is an abuse of Company assets. You
                have a
                responsibility to tell your store manager about it or report what
                you have
                seen to the Business Ethics Hotline
                (800-350-0329).




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23





Certification
      of Commitment to the Standards of Business Conduct




Please
      complete and return this form to the Business Conduct Committee.




**Charming
      Shoppes, Inc.**


Attention:
      Rosemary Jones


450
      Winks
      Lane


Bensalem,
      PA 19020





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