----

Table of Contents

----

----

|   | 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 ItsCharter) |

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

|   | 450 WINKS LANE,      BENSALEM, PA  19020                       |   | (215)      245-9100                                             |   |
|--------|--------------------------------------------------------------------------|--------|-----------------------------------------------------------------|--------|
|   | (Address      of principal executive offices)   (ZipCode) |   | (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               |
|   | Stock      Purchase Rights                   |   | The      NASDAQ Stock Market LLC               |

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

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

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

----

Table of Contents

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

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

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

----

Table of Contents

TABLE OFCONTENTS

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Page   |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|    | PART      I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Item 1  | Business                                                                                                                                                                               | 1      |
|    | General                                                                                                                                                                                                              | 1      |
|    | Retail Stores      Segment                                                                                                                                                                                           | 2      |
|    | Direct-to-Consumer      Segment                                                                                                                                                                                      | 8      |
|    | Proprietary Credit      Programs                                                                                                                                                                                     | 10     |
|    | Competition                                                                                                                                                                                                          | 11     |
|    | Employees                                                                                                                                                                                                            | 12     |
|    | Trademarks and      Servicemarks                                                                                                                                                                                     | 12     |
|    | Executive      Offices                                                                                                                                                                                               | 12     |
|    | Available      Information                                                                                                                                                                                           | 12     |
| Item 1A | Risk      Factors                                                                                                                                                                      | 13     |
|    | Risks Related to Our Business and      Industry                                                                                                                                                                      | 13     |
|    | Other      Risks                                                                                                                                                                                                     | 18     |
| Item 1B | Unresolved Staff      Comments                                                                                                                                                         | 20     |
| Item 2  | Properties                                                                                                                                                                             | 20     |
| Item 3  | Legal      Proceedings                                                                                                                                                                 | 21     |
| Item 4  | Submission of Matters to a Vote of      Security      Holders                                                                                                                          | 22     |
|    | Additional Part I Information – Executive      Officers of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 22     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    | PART      II                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Item 5  | Market for Registrant’s Common Equity,      Related Stockholder Matters, and Issuer Purchases of Equity      Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 24     |
| Item 6  | Selected Financial      Data                                                                                                                                                           | 27     |
| Item 7  | Management’s Discussion and Analysis of      Financial Condition and Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 28     |
|    | Forward-Looking      Statements                                                                                                                                                                                      | 29     |
|    | Critical Accounting      Policies                                                                                                                                                                                    | 32     |
|    | Overview                                                                                                                                                                                                             | 39     |
|    | Results of      Operations                                                                                                                                                                                           | 42     |
|    | Financial      Condition                                                                                                                                                                                             | 53     |
|    | Market      Risk                                                                                                                                                                                                     | 63     |
|    | Impact of Recent Accounting      Pronouncements                                                                                                                                                                      | 63     |
| Item 7A | Quantitative and Qualitative      Disclosures About Market      Risk                                                                                                                   | 63     |
| Item 8  | Financial Statements and Supplementary      Data                                                                                                                                       | 64     |
|    | Management’s Report on Internal Control Over Financial      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 64     |
|    | Report of Independent Registered Public      Accounting Firm on Internal Control over Financial      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 65     |
|    |         Report of Independent Registered Public Accounting      Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 67     |
|    |         Consolidated Balance Sheets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 68     |
|    |         Consolidated Statements of Operations and      Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 69     |

----

Table of Contents

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Page   |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| Item      8 | Financial      Statements and Supplementary Data (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |         Consolidated Statements of Stockholders’      Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 70     |
|        |         Consolidated Statements of Cash    Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 71     |
|        |         Notes to Consolidated Financial      Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 73     |
| Item 9      | Changes In and Disagreements With Accountants      on Accounting and Financial Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 123    |
| Item 9A     | Controls and      Procedures                                                                                                                                                   | 123    |
| Item 9B     | Other      Information                                                                                                                                                         | 123    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|        | PART      III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| Item 10     | Directors, Executive Officers, and Corporate      Governance                                                                                                                   | 124    |
| Item 11     | Executive      Compensation                                                                                                                                                    | 124    |
| Item 12     | Security Ownership of Certain Beneficial Owners      and Management and Related Stockholder Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 124    |
| Item 13     | Certain Relationships and Related      Transactions, and Director Independence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 125    |
| Item 14     | Principal Accountant Fees and      Services                                                                                                                                    | 125    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|        | PART      IV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| Item 15     | Exhibits and Financial Statement      Schedules                                                                                                                                | 126    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|        | Signatures                                                                                                                                                                     | 139    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|        | Exhibit      Index                                                                                                                                                             | 140    |

----

Table of Contents

PARTI

Item1.  Business

GENERAL

----

Table of Contents

RETAILSTORES SEGMENT

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Year    Ended  |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | February    2, |   |   | February    3, |   |   | January    28, |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | 2008           |   |   | 2007 |   |   | 2006 |   |
| Store Activity (1):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |           |   |   |   |   |   |   |   |
| Number      of stores open at beginning of      period                                                                                   |   |           | 2,378  |   |   |   | 2,236 |   |   |   | 2,221 |   |
| Opened      during      period                                                                                                           |   |           | 103    | (2) |   |   | 198 | (3) |   |   | 70 |   |
| Closed      during      period                                                                                                           |   |           | (72    | ) |   |   | (56 | ) |   |   | (55 | ) |
| Number      of stores open at end of      period                                                                                         |   |           | 2,409  |   |   |   | 2,378 |   |   |   | 2,236 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |           |   |   |   |   |   |   |   |   |   |   |
| Number of Stores Open at End of      Period by Brand:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |           |   |   |   |   |   |   |   |   |   |   |
| FASHION      BUG                                                                                                                         |   |           | 989    |   |   |   | 1,009 |   |   |   | 1,025 |   |
| LANE      BRYANT                                                                                                                         |   |           | 896    | (4) |   |   | 859 | (4) |   |   | 748 |   |
| CATHERINES                                                                                                                               |   |           | 468    |   |   |   | 465 |   |   |   | 463 |   |
| Other(5)                                                                                                                                 |   |           | 56     |   |   |   | 45 |   |   |   | 0 |   |
| Number      of stores open at end of      period                                                                                         |   |           | 2,409  |   |   |   | 2,378 |   |   |   | 2,236 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |           |   |   |   |   |   |   |   |   |   |   |
| (1)  Excludes 2 outlet      stores in Fiscal 2008 and Fiscal 2007 and 3 outlet stores in Fiscal 2006      operated by Crosstown Traders, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (2)  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.                                                                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (3)  Includes 82 LANE      BRYANT OUTLET stores and 45 PETITE SOPHISTICATE OUTLET      stores.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (4)  Includes 101 LANE      BRYANT OUTLET stores in Fiscal 2008 and 82 LANE BRYANT OUTLET stores in      Fiscal 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (5)  Includes PETITE      SOPHISTICATE OUTLET and PETITE SOPHISTICATE stores.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                         |   | Openings |   |   | Closings |   |    | Relocations |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|--------|----------|--------|---------|-------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                         |   |     |   |   |     |   |    |        |   |
| FASHION      BUG                                                           |   |     | 4      |   |     |   | 95-101  |        |   |   | 9-12 |   |
| LANE      BRYANT                                                           |   |     | 31-38  | (1)    |     |   | 41-50   |        |   |   | 35-45 | (2) |
| CATHERINES                                                                 |   |     | 6-7    |   |     |   | 10      |        |   |   | 4-5 |   |
| Other                                                                      |   |     | 4-6    | (3)    |     |   | 4-9     | (4)         |   |   | 0 |   |
| Total                                                                      |   |     | 45-55  |   |     |   | 150-170 |        |   |   | 48-62 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                         |   |     |   |   |     |   |    |        |   |   |   |   |
| (1)  Includes 10-13 LANE      BRYANT intimate apparel side-by-side stores and 6-9 LANE BRYANT OUTLET      stores.                                                                                                                                                                                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                         |   |
| (2)  Includes 13-16      conversions to LANE BRYANT Intimate Apparel side-by-side      stores.                                                                                                                                                                                                                                                                          |   |
|                                                                                                                                                                                                                                                                                                                                                                         |   |
| (3)  PETITE SOPHISTICATE      OUTLET stores.                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                                                                                                                                         |   |
| (4)  Includes 0-5 PETITE      SOPHISTICATE OUTLET stores and 4 PETITE SOPHISTICATE      stores.                                                                                                                                                                                                                                                                         |   |

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

AVAILABLE INFORMATION

----

Table of Contents

Item1A.  Risk Factors

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

| ● | 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.                                                    |

----

Table of Contents

OTHERRISKS

| ● | classify      our board into three classes, with one class being elected each      year;                                                                                                    |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ● | 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; |
| ● | prohibit      us from engaging in some types of business combinations with a holder of      10% or more of our voting securities without super-majority shareholder or      board approval; |
| ● | 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.                                                                        |

----

Table of Contents

----

Table of Contents

Item2.  Properties

| Period                                                     | Number ofLeases Expiring(1)    |
|------------------------------------------------------------|--------------------------------|
|                                                       |                           |
|  2008                                                 |          153(2) |
|  2009 –    2013                                 | 654                            |
| 2014      – 2018                                     | 561                            |
| 2019      – 2023                                     | 606                            |
| 2024      – 2028                                     | 373                            |
| 2029      – 2033                                     |        45                 |
| Thereafter                                                 |        14                 |
| ____________________                                       |
| (1)  Excludes 2 Crosstown      Traders outlet stores. |
|                                                       |
| (2)  Includes 77 stores      on month-to-monthleases. |

----

Table of Contents

| Size in   |                    | Leased/ |                                                                                                           |
|-----------|-------------------------|---------|----------------------------------------------------------------------------------------------------------------|
| Sq. Feet  | Location                | Owned   | Description                                                                                                    |
|      |                    |    |                                                                                                           |
| 1,000,000 | Greencastle,      IN    | Owned   | FASHION      BUG, LANE BRYANT OUTLET, and PETITE SOPHISTICATE OUTLET distribution      center                  |
| 513,000   | White      Marsh, MD    | Owned   | LANE      BRYANT and CATHERINES distribution center                                                            |
| 288,000   | Tucson,      AZ         | Leased  | Crosstown      Traders distribution center                                                                     |
| 240,000   | Wilmington,      NC     | Leased  | Crosstown      Traders distribution center                                                                     |
| 213,000   | Memphis,      TN        | Owned   | Warehouse      (currently leased to a third party)                                                             |
| 145,000   | Bensalem,      PA       | Owned   | Corporate      headquarters, technology center, and administrative  offices                                    |
| 142,000   | Bensalem,      PA       | Leased  | FASHION      BUG, CATHERINES, and outlet division home offices and corporate      administrative offices       |
| 135,000   | Columbus,      OH       | Leased  | LANE      BRYANT home office                                                                                   |
| 125,000   | Marshfield,      WI     | Owned   | Crosstown      Traders distribution center                                                                     |
| 122,000   | Stevens      Point, WI  | Leased  | Crosstown      Traders distribution and call centers                                                           |
| 108,000   | Tucson,      AZ         | Leased  | Crosstown      Traders distribution center                                                                     |
| 71,000    | Marshfield,      WI     | Owned   | Crosstown      Traders warehouse                                                                               |
| 64,000    | Marshfield,      WI     | Owned   | Crosstown      Traders administrative offices and call center                                                  |
| 63,000    | Memphis,      TN        | Owned   | Currently      idle                                                                                            |
| 52,000    | Tucson,      AZ         | Leased  | Crosstown      Traders offices                                                                                 |
| 46,000    | Neillsville,      WI    | Owned   | Crosstown      Traders distribution center                                                                     |
| 40,000    | Marshfield,      WI     | Owned   | Crosstown      Traders warehouse                                                                               |
| 36,000    | Tucson,      AZ         | Leased  | Crosstown      Traders offices                                                                                 |
| 30,000    | Miami      Township, OH | Leased  | Spirit      of America National Bank (our wholly-owned credit card bank subsidiary)      and credit operations |
| 23,000    | Hong      Kong, PRC     | Owned   | International      sourcing offices                                                                            |
| 17,000    | New      York, NY       | Leased  | E-commerce      operations                                                                                     |
| 16,000    | Marshfield,      WI     | Owned   | Crosstown      Traders manufacturing facility                                                                  |
| 15,000    | Tucson,      AZ         | Leased  | Crosstown      Traders offices                                                                                 |
| 12,000    | Hangzhou,      PRC      | Leased  | International      sourcing offices                                                                            |

----

Table of Contents

Item 4.  Submission of Matters to aVote of Security Holders

AdditionalPart I Information –Executive Officers of the Registrant

----

Table of Contents

----

Table of Contents

PARTII

Item5.  Market for the Registrant’s Common Equity, Related StockholderMatters, and Issuer Purchases of Equity Securities

|                                                                                                                                                                                                 |   | Fiscal    2008 |   |   | Fiscal    2007 |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------|--------|--------|----------------|--------|
|                                                                                                                                                                                                 |   | High           |   |   | Low            |   |   | High |   |   | Low |   |
|                                                                                                                                                                                                 |   |           |   |   |           |   |   |   |   |   |   |   |
| 1st      Quarter                                    |   | $              | 13.38  |   |           | $      | 11.33 |   |   | $ | 15.18 |   |   | $ | 11.90 |   |
| 2nd      Quarter                                    |   |           | 12.92  |   |           |   | 9.16 |   |   |   | 14.90 |   |   |   | 9.97 |   |
| 3rd      Quarter                                    |   |           | 9.72   |   |           |   | 6.79 |   |   |   | 15.35 |   |   |   | 9.69 |   |
| 4th      Quarter                               |   |           | 7.34   |   |           |   | 4.01 |   |   |   | 15.57 |   |   |   | 12.30 |   |

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   | Total                 |   |   | Maximum              |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------|-----------|-----------|--------|---------------|--------|--------|-----------------------|--------|--------|----------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   | Number                |   |   | Numberof             |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   | ofShares              |   |   | Shares    that       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     | Total     |      |   |          |   |   | Purchased    as       |   |   | May Yet    be        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     | Number    |      |   | Average       |   |   | Part of      Publicly |   |   | Purchased            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     | ofShares  |      |   | Price    Paid |   |   | Announced      Plans  |   |   | Under the      Plans |   |
| Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                     | Purchased |      |   | perShare      |   |   | or    Programs        |   |   | or    Programs       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   |                  |   |   |                 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   |                  |   |   |                 |   |
| November      4, 2007 through December 1, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                     |      | 503,097   | (1)    |          | $      | 7.05   |                  |   |   | 500,000              | (4)    |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   |                  |   |   |                 |   |   |   |   |
| December      2, 2007 through January 5, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                     |      | 801,074   | (2)    |          |   | 5.12   |                  |   |   | 800,000              | (4)    |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   |                  |   |   |                 |   |   |   |   |
| January      6, 2008 through February 2, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                     |      | 958,185   | (3)    |          |   | 4.94   |                  |   |   | 953,132              | (4)    |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   |                  |   |   |                 |   |   |   |   |
| Total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                     |      | 2,262,356 |   |          | $      | 5.48   |                  |   |   | 2,253,132            |   |   |   | (4)(5)  |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |      |      |   |          |   |   |                  |   |   |                 |   |   |   |   |   |
| (1)  Includes 3,097      shares ($6.55 average price paid per share) withheld for the payment of      payroll taxes on employee stock awards that vested during the period and      500,000 shares ($7.06 average price paid per share) purchased in the open      market (see Note (4) below).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |
| (2)  Includes 1,074      shares ($4.82 average price paid per share) withheld for the payment of      payroll taxes on employee stock awards that vested during the period and      800,000 shares ($5.12 average price paid per share) purchased in the open      market (see Note (4) below)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |
| (3)  Includes 5,053      shares ($4.94 average price paid per share) withheld for the payment of      payroll taxes on employee stock awards that vested during the period and      953,132 shares ($4.94 average price paid per share) purchased in the open      market (see Note (4) below)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |
|    (4)  In      Fiscal 1998 we publicly announced that our Board of Directors granted      authority to repurchase up to 10,000,000 shares of our common      stock. In Fiscal 2000 we publicly announced that our Board of      Directors granted authority to repurchase up to an additional 10,000,000      shares of our common stock. In Fiscal 2003 the Board of Directors      granted an additional authorization to repurchase 6,350,662 shares of      common stock issued to Limited Brands, Inc. (“Limited Brands”) in      connection with our acquisition of LANE BRYANT. From Fiscal 1998      through November 3, 2007 we repurchased a total of 22,597,969 shares of      stock, which included shares purchased on the open market as well as      shares repurchased from Limited Brands. During the period from      November 4, 2007 through February 2, 2008 we repurchased a total of      2,253,132 shares of stock ($5.48 average price paid per share) in the open      market under these programs. As of February 2, 2008, 1,499,561 shares      of our common stock remain available for repurchase under these      programs. The repurchase programs have no expiration      date. |                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                     |
|    (5)  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. As of February 2, 2008 no shares have been purchased under      this plan. This repurchase program has no expiration      date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                     |

----

Table of Contents

|                                                | 2/1/03 | 1/31/04 | 1/29/05 | 1/28/06 | 2/3/07 | 2/2/08 |
|-----------------------------------------------------|--------|---------|---------|---------|--------|--------|
| Charming      Shoppes, Inc.               | $100   | $176    | $240    | $375    | $394   | $205   |
| Russell      2000 Composite Index         | 100    | 105     | 112     | 135     | 151    | 138    |
| Dow      Jones U.S. Retailers – Apparel Index | 100    | 134     | 162     | 184     | 223    | 176    |

----

Table of Contents

Item6.  Selected Financial Data

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Year    Ended |      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|-----------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Feb. 2,       |      |   | Feb. 3, |   |   | Jan. 28, |   |   | Jan. 29, |   |   | Jan. 31, |   |
| (Dollars in thousands, except      per share amounts)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 2008(1)       |      |   | 2007(1)(2) |   |   | 2006(1) |   |   | 2005 |   |   | 2004 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Statement      Data:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | $             | 3,009,953 |   |   | $ | 3,067,517 |   |   | $ | 2,755,725 |   |   | $ | 2,334,736 |   |   | $ | 2,288,363 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost      of goods sold, buying, catalog, and occupancy    expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |          | 2,198,865 |   |   |   | 2,141,884 |   |   |   | 1,914,347 |   |   |   | 1,642,650 |   |   |   | 1,645,499 |   |
| Selling,      general, and administrative expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |          | 777,461   |   |   |   | 753,109 |   |   |   | 678,753 |   |   |   | 577,301 |   |   |   | 558,248 |   |
| Impairment      of goodwill and trademarks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |          | 98,219    | (3) |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
| Restructuring      charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |          | 14,357    | (4) |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
| Expenses      related to cost reduction plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |          | 0         |   |   |   | 0 |   |   |   | 0 |   |   |   | 605 | (5) |   |   | 11,534 | (5) |
| Total      operating expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |          | 3,088,902 |   |   |   | 2,894,993 |   |   |   | 2,593,100 |   |   |   | 2,220,556 |   |   |   | 2,215,281 |   |
| Income/(loss)      from operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |          | (78,949   | ) |   |   | 172,524 |   |   |   | 162,625 |   |   |   | 114,180 |   |   |   | 73,082 |   |
| Other      income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |          | 8,793     |   |   |   | 8,345 |   |   |   | 7,687 |   |   |   | 3,098 |   |   |   | 2,192 |   |
| Interest      expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |          | (10,552   | ) |   |   | (14,746 | ) |   |   | (17,911 | ) |   |   | (15,610 | ) |   |   | (15,609 | ) |
| Income/(loss)      before income taxes and extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |          | (80,708   | ) |   |   | 166,123 |   |   |   | 152,401 |   |   |   | 101,668 |   |   |   | 59,665 |   |
| Income      tax provision                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |          | 3,617     |   |   |   | 57,200 |   |   |   | 53,010 |   |   |   | 37,142 |   |   |   | 21,623 |   |
| Income/(loss)      before extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |          | (84,325   | ) |   |   | 108,923 |   |   |   | 99,391 |   |   |   | 64,526 |   |   |   | 38,042 |   |
| Extraordinary      item, net of income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |          | 912       |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
| Net      income/(loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $             | (83,413   | ) |   | $ | 108,923 |   |   | $ | 99,391 |   |   | $ | 64,526 |   |   | $ | 38,042 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic      income/(loss) per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income/(loss)      before extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $             | (.70      | ) |   | $ | .89 |   |   | $ | .83 |   |   | $ | .56 |   |   | $ | .34 |   |
| Net      income/(loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $             | (.69      | ) |   | $ | .89 |   |   | $ | .83 |   |   | $ | .56 |   |   | $ | .34 |   |
| Basic      weighted average common shares outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |          | 121,160   |   |   |   | 122,388 |   |   |   | 119,831 |   |   |   | 116,196 |   |   |   | 112,491 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Diluted      income/(loss) per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income/(loss)      before extraordinary item                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $             | (.70      | ) |   | $ | .81 |   |   | $ | .76 |   |   | $ | .52 |   |   | $ | .33 |   |
| Net      income/(loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | $             | (.69      | ) |   | $ | .81 |   |   | $ | .76 |   |   | $ | .52 |   |   | $ | .33 |   |
| Diluted      weighted average common shares and equivalents      outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |          | 121,160   |   |   |   | 139,763 |   |   |   | 137,064 |   |   |   | 133,174 |   |   |   | 128,558 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   (1)  Includes the      results of operations of Crosstown Traders, Inc. from the date of      acquisition (June 2, 2005). See “Item 8. Financial      Statements and Supplementary Data; Notes to Consolidated Financial      Statements; NOTE      2. ACQUISITION OF CROSSTOWN TRADERS, INC.”      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    (2)  Fiscal      2007 consisted of 53 weeks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    (3)       See “Item 8. Financial      Statements and Supplementary Data; Notes to Consolidated Financial      Statements; NOTE      13. IMPAIRMENT OF GOODWILL AND TRADEMARKS”      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    (4)       See “Item 8. Financial      Statements and Supplementary Data; Notes to Consolidated Financial      Statements; NOTE      14. RESTRUCTURING CHARGES”      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    (5)  In      March 2003 we announced a cost reduction plan designed to take advantage      of the centralization of corporate administrative services and to realize      certain efficiencies in order to improve profitability. Costs      incurred in connection with the plan during Fiscal 2004 included      $2,980,000 of workforce reduction costs, $3,691,000 of lease termination      and related costs, $4,195,000 of accelerated depreciation (a non-cash      charge), and $668,000 of other facility closure costs. The cost      reduction plan was substantially completed during Fiscal 2004. During      Fiscal 2005 we revised the estimated sublease income on our Hollywood,      Florida credit facility, which was closed in connection with the plan, and      recognized an additional $605,000 of lease termination      costs. |   |

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                  |   | Year    Ended |      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|-----------|
|                                                                                                                                                                                                                                                                                                                                  |   | Feb. 2,       |      |   | Feb. 3, |   |   | Jan. 28, |   |   | Jan. 29, |   |   | Jan. 31, |   |
| (Dollars in thousands, except      per share amounts)                                                                                                                                                                                                                                                                                 |   | 2008(1)       |      |   | 2007(1)(2) |   |   | 2006(1) |   |   | 2005 |   |   | 2004 |   |
|                                                                                                                                                                                                                                                                                                                                  |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |
| Performance      Data:                                                                                                                                                                                                                                                                                                                |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      return on average stockholders’ equity                                                                                                                                                                                                                                                                                 |   |          | (9.9      | )% |   |   | 12.4 | % |   |   | 13.2 | % |   |   | 10.1 | % |   |   | 6.7 | % |
| Net      return on average total assets                                                                                                                                                                                                                                                                                               |   |          | (5.0      | ) |   |   | 6.6 |   |   |   | 6.9 |   |   |   | 5.2 |   |   |   | 3.3 |   |
| Excluding      impairment of goodwill and trademarks,                                                                                                                                                                                                                                                                                 |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| restructuring charges,      expenses related to cost                                                                                                                                                                                                                                                                                  |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| reduction plan, and      extraordinary item:                                                                                                                                                                                                                                                                                          |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net return on average      stockholders’ equity                                                                                                                                                                                                                                                                                 |   |          | 2.1       | % |   |   | 12.4 | % |   |   | 13.2 | % |   |   | 10.0 | % |   |   | 7.9 | % |
| Net return on average total      assets                                                                                                                                                                                                                                                                                               |   |          | 1.1       |   |   |   | 6.6 |   |   |   | 6.9 |   |   |   | 5.2 |   |   |   | 3.9 |   |
|                                                                                                                                                                                                                                                                                                                                  |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                  |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                  |   | As Of         |      |
|                                                                                                                                                                                                                                                                                                                                  |   | Feb. 2,       |      |   | Feb. 3, |   |   | Jan. 28, |   |   | Jan. 29, |   |   | Jan. 31, |   |
| (Dollars in      thousands)                                                                                                                                                                                                                                                                                                           |   | 2008          |      |   |  2007 |   |   | 2006 |   |   | 2005 |   |   | 2004 |   |
|                                                                                                                                                                                                                                                                                                                                  |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance Sheet      Data:                                                                                                                                                                                                                                                                                                              |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total      assets                                                                                                                                                                                                                                                                                                                |   | $             | 1,613,304 |   |   | $ | 1,705,723 |   |   | $ | 1,572,583 |   |   | $ | 1,303,771 |   |   | $ | 1,173,070 |   |
| Current      portion – long-term debt                                                                                                                                                                                                                                                                                      |   |          | 8,827     |   |   |   | 10,887 |   |   |   | 14,765 |   |   |   | 16,419 |   |   |   | 17,278 |   |
| Long-term      debt                                                                                                                                                                                                                                                                                                                   |   |          | 306,169   |   |   |   | 181,124 |   |   |   | 191,979 |   |   |   | 208,645 |   |   |   | 202,819 |   |
| Working      capital                                                                                                                                                                                                                                                                                                                  |   |          | 467,157   |   |   |   | 460,620 |   |   |   | 344,229 |   |   |   | 413,989 |   |   |   | 266,178 |   |
| Stockholders’      equity                                                                                                                                                                                                                                                                                                       |   |          | 730,444   |   |   |   | 947,538 |   |   |   | 814,348 |   |   |   | 694,464 |   |   |   | 587,409 |   |
| ____________________                                                                                                                                                                                                                                                                                                                  |   |          |      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (1)  Includes the results      of operations of Crosstown Traders, Inc. from the date of acquisition      (June 2, 2005). See “Item 8. Financial      Statements and Supplementary Data; Notes to Consolidated Financial      Statements; NOTE      2. ACQUISITION OF CROSSTOWN TRADERS, INC.”      below. |   |
|                                                                                                                                                                                                                                                                                                                                  |   |
| (2)  Fiscal 2007      consisted of 53 weeks.                                                                                                                                                                                                                                                                                     |   |

----

Table of Contents

| ● | Our      business is dependent upon our ability to accurately predict rapidly      changing fashion trends, customer preferences, and other fashion-related      factors, which we may not be able to successfully accomplish in the      future.                                                                                                                                                                                            |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | A      continuing slowdown in the United States economy, an uncertain economic      outlook, and escalating energy costs could lead to reduced consumer demand      for our products in the future.                                                                                                                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | 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.                                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | We      cannot assure the successful implementation of our business plan for      Crosstown Traders, including our business plan for our LANE BRYANT WOMAN      catalog.                                                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | We      cannot assure the successful implementation of our business plans for our      outlet store distribution channel and expansion of our CACIQUE product      line through new store formats.                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | We      cannot assure the successful implementation of our business plan for      increased profitability and growth in our Retail Stores or      Direct-to-Consumer segments.  Recent changes in management may      fail to achieve improvement in our operating results.  We cannot      assure the realization of our anticipated annualized expense savings from      our restructuring announced in February 2008. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | Our      business plan is largely dependent upon continued growth in the plus-size      women’s apparel market, which may not occur.                                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ● | We      depend on key personnel, particularly our Chief Executive Officer, Dorrit      J. Bern, and we may not be able to retain or replace these employees or      recruit additional qualifiedpersonnel.                                                                                                                                                                                                                                   |

----

Table of Contents

| ● | We      depend on our distribution and fulfillment centers and third-party freight      consolidators and service providers, and could incur significantly higher      costs and 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.                                                                                                                                                                                          |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | We      depend on the availability of credit for our working capital needs,      including credit we receive from our suppliers and their agents, and on      our credit card securitization facilities.  If we were unable to      obtain sufficient financing at an affordable cost, our ability to      merchandise our stores, E-commerce, or catalog businesses would be      adversely affected.                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | 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.                                                                                                                                                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | 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.                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | 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.                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | We      may be unable to obtain adequate insurance for our operations at a      reasonable cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | We      may be unable to protect our trademarks and other intellectual property      rights, which are important to our success and our competitive      position.                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | We      may be unable to hire and retain a sufficient number of suitable sales      associates at our stores.  In addition, 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 or other      employee benefits could cause us to incur additional wage and benefit      costs, which could adversely affect our results of    operations. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | Our      manufacturers may be unable to manufacture and deliver merchandise to us      in a timely manner or to meet our quality standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | Our      Retail Stores segment sales are dependent 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.                                                                                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | 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.                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ● | 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.                                                                                                                                                                                                                                                                                                                                                                                                          |

----

Table of Contents

| ● | We      may be unable to manage significant increases in certain costs vital to      catalog operations, including postage, paper, and acquisition of      prospects, which could adversely affect our results of      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | Response      rates to our catalogs and access to new customers could decline, which      would adversely affect our net sales and results of      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | We      may be unable to successfully implement our plan to improve merchandise      assortments in our Retail Stores or Direct-to-Consumer      segments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | We      cannot assure the realization of our anticipated benefits from our      re-launch of the LANE BRYANT credit card program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | We      make certain significant assumptions, estimates, and projections related      to the useful lives 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 “Item 8.  Financial      Statements and Supplementary Data; Notes to Consolidated Financial      Statements; NOTE      13. IMPAIRMENT OF GOODWILL AND TRADEMARKS”  below. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | Changes      to existing accounting rules or the adoption of new rules could have an      adverse impact on our reported results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | 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 could      require us to repurchase the principal amount of the notes for cash before      maturity of the notes under certain circumstances (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 and could adversely affect our financial      condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ● | The      FASB has issued a proposed FSP that would apply to any convertible debt      instrument that may be settled in whole or in part with cash upon      conversion, which would include our 1.125% Notes.  If the      proposed FSP is approved in 2008 we would be required to adopt the      proposal as of February 3, 2009 (the beginning of Fiscal 2010), with      retrospective application to financial statements for periods prior to the      date of adoption.  As compared to our current accounting for the      1.125% Notes, adoption of the proposal would reduce long-term debt,      increase stockholders’ equity, and reduce net income and earnings per      share.  Adoption of the proposal would not affect our cash      flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

Table of Contents

| ● | 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 integrate and manage acquired      businesses successfully or fail to manage the risks associated with      divestitures, joint ventures, or other alliances, our business, financial      condition, and operating results could be materially and adversely      affected. |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

----

Table of Contents

catalogs are mailed.  These capitalized costs aresubsequently amortized as a component of cost of goods sold, buying, catalog,and occupancy expenses over the expected sales realization cycle, generallywithin one to six months.  Our initial estimation of the expectedsales realization cycle for a particular 
catalog merchandiseoffering is based on, among other possible considerations, our historical salesand sell-through experience with similar 
catalog merchandiseofferings, our understanding of then-prevailing fashion trends and influences,our assessment of prevailing economic conditions, and various competitivefactors.  We continually track our subsequent sales realization,compile customer feedback for indications of future performance, reassess themarketplace, compare our findings to our previous estimate, and adjust ouramortization accordingly.  A significant change in our expected salesand sell-through experience could have a material impact on the rate ofamortization of deferred catalog advertising costs.

----

Table of Contents

----

Table of Contents

| (In      millions)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | 10%    Change |   |   | 20%    Change |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|--------|---------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |          |   |   |          |   |
| Assumption:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |          |   |   |          |   |
| Payment      rate                                                                                                                            |   | $             | 1.7    |   |          | $      | 3.3 |   |
| Residual      cash flows discount      rate                                                                                                  |   |          | 0.1    |   |          |   | 0.2 |   |
| Credit      loss      percentage                                                                                                             |   |          | 1.7    |   |          |   | 3.4 |   |

----

Table of Contents

----

Table of Contents

----

Table of Contents

OVERVIEW

----

Table of Contents

| ·   | Elimination      of approximately 150 corporate and field management    positions; |
|--------------------|------------------------------------------------------------------------------------|

| ·   | Reduction      of our Fiscal 2009 capital budget by more than $40 million as compared to      Fiscal 2008, primarily through a significant reduction in the number of      planned store openings for Fiscal2009; |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Closing      of approximately 150 under-performing stores;  and |
|--------------------|-----------------------------------------------------------------|

| ·   | Closing      our full-line PETITE SOPHISTICATE stores (which will not impact our PETITE      SOPHISTICATE OUTLET stores). |
|--------------------|---------------------------------------------------------------------------------------------------------------------------|

| ·   | In      October 2007 the LANE BRYANT catalog trademark, which had been licensed to      a third party, reverted to us and we launched our LANE BRYANT WOMAN      catalog and related  www.lanebryantcatalog.com      website, which offer clothing, footwear, and intimate apparel in an      expanded range of plus sizes at a value price point.  During      Fiscal 2008 we made an initial pre-tax investment of approximately $11      million in the launch of the LANE BRYANT WOMAN  catalog. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | In      November 2007 we acquired and securitized the LANE BRYANT proprietary      credit card portfolio, which had previously been serviced under an      agreement with a third party.  We subsequently re-launched the      program with the issuance of approximately 2.4 million new credit cards in      connection with a new loyalty card program designed to stimulate traffic      and sales at our LANE BRYANT brand. |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

| ·   | We      used proceeds from our issuance in May 2007 of our 1.125% Senior      Convertible Notes as well as cash flow from operating activities to      repurchase an aggregate total of 24.2 million shares of our common      stock. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Reduce      merchandise receipts and store inventory levels through at least the first      half of Fiscal 2009, which should help to reduce the level of seasonal      markdowns and help protect our prices and merchandise    margins. |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Continue      to selectively reduce store payroll hours to match reduced store traffic,      and reduce corporate general and administrative  expenses. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Continue      to execute on a number of new product and marketing initiatives during the      second half of Fiscal 2008 to improve traffic and sales trends, such as      our new “Right Fit by Lane BryantTM” and “Right Fit by CatherinesTM”      campaigns and stocking Gitano® brand      fashionable casual merchandise offerings under our exclusive licensing      agreement. |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | Continue      to improve our merchandise content at LANE BRYANT by including a higher      fashion component. |
|--------------------|---------------------------------------------------------------------------------------------------------------|

| ·   | Continue      to initiate new creative marketing programs and product offerings for our      catalog titles, as well as streamline apparel catalog      operations. |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

|                                                                                                                           |   |                            |   |   |               |   |    |    |   |   | Percentage      Increase |      |
|--------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|--------|--------|--------------------|--------|---------|---------|--------|--------|--------------------------|-----------|
|                                                                                                                           |   |                            |   |   |               |   |    |    |   |   | (Decrease)               |      |
|                                                                                                                           |   | Percentage of Net      Sales(1) |   |   | From Prior Year(3) |   |
|                                                                                                                           |   | Fiscal                          |   |   | Fiscal             |   |    | Fiscal  |   |   | Fiscal                   |      |   | Fiscal |   |
|                                                                                                                           |   | 2008                            |   |   | 2007(2)            |   |    | 2006(3) |   |   |                     | 2008-2007 |   |   |   | 2007-2006(2) |   |
|                                                                                                                           |   |                            |   |   |               |   |    |    |   |   |                     |      |   |   |   |   |   |
| Net      sales                                                                                                                 |   |                            | 100.0  | %      |               |   | 100.0   | %       |   |   | 100.0                    | %         |   |   | (1.9 | )% |   |   | 11.3 | % |
| Cost      of goods sold, buying, catalog, and                                                                                  |   |                            |   |   |               |   |    |    |   |   |                     |      |   |   |   |   |   |   |   |   |
| occupancy    expenses                                                                                                          |   |                            | 73.1   |   |               |   | 69.8    |    |   |   | 69.5                     |      |   |   | 2.7 |   |   |   | 11.9 |   |
| Selling,      general, and administrative expenses                                                                             |   |                            | 25.8   |   |               |   | 24.6    |    |   |   | 24.6                     |      |   |   | 3.2 |   |   |   | 11.0 |   |
| Impairment      of goodwill and trademarks                                                                                     |   |                            | 3.3    |   |               |   | – |    |   |   | –                  |      |   |   | – |   |   |   | – |   |
| Restructuring      charges                                                                                                     |   |                            | 0.5    |   |               |   | – |    |   |   | –                  |      |   |   | – |   |   |   | – |   |
| Income/(loss)      from operations                                                                                             |   |                            | (2.6   | )      |               |   | 5.6     |    |   |   | 5.9                      |      |   |   | (145.8 | ) |   |   | 6.1 |   |
| Other      income                                                                                                              |   |                            | 0.3    |   |               |   | 0.3     |    |   |   | 0.3                      |      |   |   | 5.4 |   |   |   | 8.6 |   |
| Interest      expense                                                                                                          |   |                            | 0.4    |   |               |   | 0.5     |    |   |   | 0.6                      |      |   |   | (28.4 | ) |   |   | (17.7 | ) |
| Income      tax provision                                                                                                      |   |                            | 0.1    |   |               |   | 1.9     |    |   |   | 1.9                      |      |   |   | (93.7 | ) |   |   | 7.9 |   |
| Extraordinary      item, net of income taxes                                                                                   |   |                            | 0.0    |   |               |   | – |    |   |   | –                  |      |   |   | – |   |   |   | – |   |
| Net      income/(loss)                                                                                                         |   |                            | (2.8   | )      |               |   | 3.6     |    |   |   | 3.6                      |      |   |   | (176.6 | ) |   |   | 9.6 |   |
| ____________________                                                                                                           |   |                            |   |   |               |   |    |    |   |   |                     |      |   |   |   |   |   |   |   |   |
| (1)  Results may not add      due to rounding.                                                                            |   |
|                                                                                                                           |   |
| (2)  Fiscal 2007      consisted of 53 weeks.                                                                              |   |
|                                                                                                                           |   |
| (3)  Includes the results      of operations of Crosstown Traders, Inc. from the date of acquisition      (June 2, 2005). |   |

|                                                                                                                           |   | Year    Ended         |    |   | Year    Ended       |   |   | Year    Ended         |   |
|--------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------|---------|--------|---------------------|--------|--------|-----------------------|--------|
|                                                                                                                           |   | February 2,      2008 |    |   | February 3, 2007(1) |   |   | January 28,      2006 |   |
|                                                                                                                           |   | Fiscal                |    |   | Fourth              |   |   | Fiscal                |   |   | Fourth |   |   | Fiscal |   |   | Fourth |   |
| (In      millions)                                                                                                             |   | Year                  |    |   | Quarter             |   |   | Year                  |   |   | Quarter |   |   | Year |   |   | Quarter |   |
|                                                                                                                           |   |                  |    |   |                |   |   |                  |   |   |   |   |   |   |   |   |   |   |
| LANE      BRYANT(2)                                                                                                            |   | $                     | 1,232.3 |   |                | $      | 323.3  |                  |   | $ | 1,202.3 |   |   | $ | 357.1 |   |   | $ | 1,057.4 |   |   | $ | 299.8 |   |
| FASHION      BUG                                                                                                               |   |                  | 992.7   |   |                |   | 228.6  |                  |   |   | 1,058.3 |   |   |   | 269.1 |   |   |   | 1,049.0 |   |   |   | 258.6 |   |
| CATHERINES                                                                                                                     |   |                  | 353.2   |   |                |   | 76.7   |                  |   |   | 367.7 |   |   |   | 91.5 |   |   |   | 346.2 |   |   |   | 83.0 |   |
| Other      retail stores(3)                                                                                                    |   |                  | 21.1    |   |                |   | 6.0    |                  |   |   | 8.1 |   |   |   | 6.2 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Total      Retail Stores segment sales                                                                                         |   |                  | 2,599.3 |   |                |   | 634.6  |                  |   |   | 2,636.4 |   |   |   | 723.9 |   |   |   | 2,452.6 |   |   |   | 641.4 |   |
| Total      Direct-to-Consumer segment sales                                                                                    |   |                  | 408.1   |   |                |   | 149.0  |                  |   |   | 427.8 |   |   |   | 148.2 |   |   |   | 298.9 | (4) |   |   | 155.8 |   |
| Corporate      and other(5)                                                                                                    |   |                  | 2.6     |   |                |   | 1.3    |                  |   |   | 3.3 |   |   |   | 1.9 |   |   |   | 4.2 |   |   |   | 2.4 |   |
| Total      net sales                                                                                                           |   | $                     | 3,010.0 |   |                | $      | 784.9  |                  |   | $ | 3,067.5 |   |   | $ | 874.0 |   |   | $ | 2,755.7 |   |   | $ | 799.6 |   |
| ____________________                                                                                                           |   |                  |    |   |                |   |   |                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (1)  Fiscal Year 2007 and      Fourth Quarter 2007 consisted of 53 weeks and 14 weeks,      respectively.                 |   |
|                                                                                                                           |   |
| (2)  Fiscal 2008 and      Fiscal 2007 include LANE BRYANT OUTLET stores.                                                  |   |
|                                                                                                                           |   |
| (3)  Includes PETITE      SOPHISTICATE and PETITE SOPHISTICATE OUTLET stores.                                             |   |
|                                                                                                                           |   |
| (4)  Includes the results      of operations of Crosstown Traders, Inc. from the date of acquisition      (June 2, 2005). |   |
|                                                                                                                           |   |
| (5)  Revenue related to      loyalty card fees, net of loyalty card coupons.                                              |   |

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Year    Ended       |   |   | Year    Ended       |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|--------|--------|---------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | February 2, 2008(1) |   |   | February 3, 2007(1) |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Fiscal              |   |   | Fourth              |   |   | Fiscal |   |   | Fourth |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Year                |   |   | Quarter             |   |   | Year |   |   | Quarter |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                |   |   |                |   |   |   |   |   |   |   |
| Retail Stores      segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                |   |   |                |   |   |   |   |   |   |   |
| Increase/(decrease)      in comparable store sales:(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                |   |   |                |   |   |   |   |   |   |   |
| Consolidated retail      stores                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                | (5     | )%     |                |   | (9 | )% |   |   | 1 | % |   |   | (1 | )% |
| LANE BRYANT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                | (6     | )      |                |   | (9 | ) |   |   | 1 |   |   |   | (3 | ) |
| FASHION BUG                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                | (4     | )      |                |   | (8 | ) |   |   | (1 | ) |   |   | (1 | ) |
| CATHERINES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                | (3     | )      |                |   | (11 | ) |   |   | 4 |   |   |   | 2 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| Sales      from new stores as a percentage of total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| consolidated prior-period net      sales:(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| LANE BRYANT(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                | 6      |   |                |   | 3 |   |   |   | 6 |   |   |   | 7 |   |
| FASHION BUG                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                | 1      |   |                |   | 1 |   |   |   | 1 |   |   |   | 1 |   |
| CATHERINES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                | 0      |   |                |   | 0 |   |   |   | 1 |   |   |   | 0 |   |
| Other retail stores(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                | 0      |   |                |   | 2 |   |   |   | 0 |   |   |   | 1 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| Prior-period      sales from closed stores as a percentage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| of total consolidated      prior-period net sales:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| LANE BRYANT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                | (1     | )      |                |   | (1 | ) |   |   | (2 | ) |   |   | (2 | ) |
| FASHION BUG                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                | (1     | )      |                |   | (1 | ) |   |   | (1 | ) |   |   | (1 | ) |
| CATHERINES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                | 0      |   |                |   | 0 |   |   |   | 0 |   |   |   | 0 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| Increase/(decrease)      in Retail Stores segment sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                | (1     | )      |                |   | (12 | ) |   |   | 7 |   |   |   | 13 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| Direct-to-Consumer      segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| Increase/(decrease)      in Direct-to-Consumer segment sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                | (5     | )      |                |   | 1 |   |   |   | – | (6) |   |   | (5 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| Increase/(decrease)      in consolidated total net sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                | (2     | )      |                |   | (10 | ) |   |   | 11 | (7) |   |   | 9 | (7) |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |
| (1)  Fiscal Year 2007      consisted of 53 weeks and Fourth Quarter 2007 consisted of 14      weeks. Comparable store sales and changes in sales from new stores      and closed stores are based on equivalent 52-week and 13-week      periods. The increase/(decrease) in Retail Stores segment sales,      increase (decrease) in Direct-to-Consumer segment sales, and      increase/(decrease) in consolidated net sales are based on the 53-week and      14-week periods for Fiscal 2007 and the 52-week and 13-week periods for      Fiscal 2008 and Fiscal 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| (2)  “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; 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 E-commerce sales, are excluded from the calculation of      comparable store sales. |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| (3)  Includes incremental      Retail Stores segment E-commerce sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| (4)  Includes LANE BRYANT      OUTLET stores.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| (5)  Includes PETITE      SOPHISTICATE and PETITE SOPHISTICATE OUTLET stores.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| (6)  Comparison is not      meaningful, as prior-year period includes sales from Crosstown Traders,      Inc. from the date of acquisition on June 2, 2005 (approximately 34      weeks).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| (7)  The increase in      consolidated total net sales includes an increase of 5% for Fiscal Year      2007 and a decrease of 1% for the Fourth Quarter 2007 as a result of the      acquisition of Crosstown Traders, Inc. on June 2,    2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |

----

Table of Contents

|                                                                                                                   |   | FASHION |   |   | LANE   |   |   |       |   |   |     |   |   |   |   |
|------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|--------|--------|--------|--------|------------|--------|--------|----------|--------|--------|--------|--------|
|                                                                                                                   |   | BUG     |   |   | BRYANT |   |   | CATHERINES |   |   | Other(1) |   |   | Total  |   |
|                                                                                                                   |   |    |   |   |   |   |   |       |   |   |     |   |   |   |   |
| Fiscal 2008:(2)                                                                                                        |   |    |   |   |   |   |   |       |   |   |     |   |   |   |   |
| Stores      at February 3, 2007                                                                                        |   |    | 1,009  |   |   |   | 859    |       |   |   | 465      |   |   |   | 45     |   |   |   | 2,378 |   |
|                                                                                                                   |   |    |   |   |   |   |   |       |   |   |     |   |   |   |   |   |   |   |   |   |
| Stores      opened                                                                                                |   |    | 7      |   |   |   | 76     | (3)        |   |   | 9        |   |   |   | 11     |   |   |   | 103 |   |
| Stores      closed                                                                                                     |   |    | (27    | )      |   |   | (39    | )          |   |   | (6       | )      |   |   | (0     | ) |   |   | (72 | ) |
| Net      change in stores                                                                                              |   |    | (20    | )      |   |   | 37     |       |   |   | 3        |   |   |   | 11     |   |   |   | 31 |   |
|                                                                                                                   |   |    |   |   |   |   |   |       |   |   |     |   |   |   |   |   |   |   |   |   |
| Stores      at February 2, 2008                                                                                        |   |    | 989    |   |   |   | 896    |       |   |   | 468      |   |   |   | 56     |   |   |   | 2,409 |   |
|                                                                                                                   |   |    |   |   |   |   |   |       |   |   |     |   |   |   |   |   |   |   |   |   |
| Stores      relocated during period                                                                                    |   |    | 15     |   |   |   | 33     |       |   |   | 11       |   |   |   | 0      |   |   |   | 59 |   |
|                                                                                                                   |   |    |   |   |   |   |   |       |   |   |     |   |   |   |   |   |   |   |   |   |
| Fiscal    2009                                                                                                         |   |    |   |   |   |   |   |       |   |   |     |   |   |   |   |   |   |   |   |   |
| Planned      store openings                                                                                            |   |    | 4      |   |   |   | 31-38  | (4)        |   |   | 6-7      |   |   |   | 4-6    | (5) |   |   | 45-55 |   |
| Planned      store closings                                                                                            |   |    | 95-101 |   |   |   | 41-50  |       |   |   | 10       |   |   |   | 4-9    | (6) |   |   | 150-170 |   |
| Planned      store relocations                                                                                         |   |    | 9-12   |   |   |   | 35-45  | (7)        |   |   | 4-5      |   |   |   | 0      |   |   |   | 48-62 |   |
| ____________________                                                                                                   |   |
| (1)  Includes PETITE      SOPHISTICATE and PETITE SOPHISTICATE OUTLET stores.                                     |   |
|                                                                                                                   |   |
| (2)  Excludes 2 Crosstown      Traders outlet stores that are included in our Direct-to-Consumer      segment.    |   |
|                                                                                                                   |   |
| (3)  Includes 19 LANE      BRYANT OUTLET stores and 37 LANE BRYANT intimate apparel side-by-side      stores.     |   |
|                                                                                                                   |   |
| (4)  Includes 10-13 LANE      BRYANT intimate apparel side-by-side stores and 6-9 LANE BRYANT OUTLET      stores. |   |
|                                                                                                                   |   |
| (5)  PETITE SOPHISTICATE      OUTLET stores.                                                                      |   |
|                                                                                                                   |   |
| (6)  Includes 0-5 PETITE      SOPHISTICATE OUTLET stores and 4 PETITE SOPHISTICATE      stores.                   |   |
|                                                                                                                   |   |
| (7)  Includes 13-16      conversions to LANE BRYANT intimate apparel side-by-side      stores.                    |   |

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                                       |   | Fiscal |    |   | Fiscal |   |    | Fiscal |   |
|--------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
| (Dollars in      thousands)                |   | 2008   |    |   | 2007   |   |    | 2006   |   |
|                                       |   |   |    |   |   |   |    |   |   |
| Cash      and cash equivalents             |   | $      | 61,842  |   |   | $      | 143,838 |   |   | $ | 130,132 |   |
| Available-for-sale      securities         |   |   | 13,364  |   |   |   | 1,997   |   |   |   | 20,150 |   |
| Cash      provided by operating activities |   |   | 159,845 |   |   |   | 186,954 |   |   |   | 164,812 |   |
| Working      capital                       |   |   | 467,157 |   |   |   | 460,620 |   |   |   | 344,229 |   |
| Current      ratio                         |   |   | 2.4     |   |   |   | 2.2     |   |   |   | 1.8 |   |
| Long-term      debt to equity ratio        |   |   | 41.9    | %      |   |   | 19.1    | %      |   |   | 23.6 | % |

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Payments Due by      Period |    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                        |    |   |   |   |   | One to |   |   | Three |   |   | More |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                        |    |   | LessThan |   |   | Three |   |   | To Five |   |   | thanFive |   |
| (In      millions)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Total                       |    |   | One Year |   |   | Years |   |   | Years |   |   | Years |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                        |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Long-term      debt, including current portion(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | $                           | 324.5   |   |   | $ | 7.7 |   |   | $ | 15.0 |   |   | $ | 17.6 |   |   | $ | 284.2 |   |
| Capital      leases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                        | 15.3    |   |   |   | 6.6 |   |   |   | 4.8 |   |   |   | 3.6 |   |   |   | 0.3 |   |
| Operating      leases(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                        | 961.5   |   |   |   | 229.3 |   |   |   | 346.3 |   |   |   | 201.0 |   |   |   | 184.9 |   |
| Revolving      credit facility(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                        | 0.0     |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Letters      of credit(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                        | 2.0     |   |   |   | 2.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Stand-by      letters of credit(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                        | 11.5    |   |   |   | 11.5 |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Long-term      deferred compensation(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |                        | 2.1     |   |   |   | 1.2 |   |   |   | 0.5 |   |   |   | 0.1 |   |   |   | 0.3 |   |
| Unrecognized      tax benefits(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                        | 0.7     |   |   |   | 0.7 |   |   |   | – |   |   |   | – |   |   |   | – |   |
| Purchase      commitments(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                        | 581.8   |   |   |   | 581.8 |   |   |   | 0.0 |   |   |   | 0.0 |   |   |   | 0.0 |   |
| Total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | $                           | 1,899.4 |   |   | $ | 840.8 |   |   | $ | 366.6 |   |   | $ | 222.3 |   |   | $ | 469.7 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                        |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (1)  Amounts represent      the expected cash payments (including interest) of 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 $8.1 million payable under the LANE BRYANT master      sublease with Limited Brands, Inc., which we have      guaranteed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| (3)  We currently have a      $375 million revolving credit facility that expires on July 28, 2010,      which provides for cash borrowings and the ability to issue up to $300      million of letters of credit. At February 2, 2008, there were no      borrowings outstanding under this facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| (4)  Long term      compensation consists of our non-qualified deferred compensation plan and      supplemental retirement plan, which are included in “Deferred taxes and      other non-current liabilities” on our consolidated balance sheets. We      have developed estimates of projected payment obligations for participant      planned in-service distributions of the deferred compensation plan      liability as of February 2, 2008. We have excluded $45.5 million of      retirement/termination benefit distribution obligations as of February 2,      2008 from the above estimates. This amount has been excluded because      the value of the obligation 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. |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| (5)  In accordance with      our adoption of FIN No. 48 (see“CRITICAL ACCOUNTING POLICIES;      Income Taxes” above) we have recorded liabilities for unrecognized      tax benefits of $26.7 million and accrued interest and penalties of $9.8      as of February 2, 2008. 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)  Purchase commitments      include agreements to purchase goods or services in the ordinary course of      business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |

----

Table of Contents

| (Dollars in      millions)                                                                                                                                                                                                                                                                                                                                                                                  | Series      1999-2     | Series      2002-1  | Series      2004-VFC   | Series      2004-1  | 2005-RPA(1)            | Series      2007-1  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|---------------------|------------------------|---------------------|------------------------|---------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                        |                   |                |                   |                |                   |                |
| Date      of facility                                                                                                                                                                                                                                                                                                                                                                                       | May      1999          | November      2002  | January      2004      | August      2004    | May      2005          | October      2007   |
| Type      of facility                                                                                                                                                                                                                                                                                                                                                                                       | Conduit                | Term                | Conduit                | Term                | Conduit                | Term                |
| Maximum      funding                                                                                                                                                                                                                                                                                                                                                                                        | $50.0                  | $100.0              | $50.0                  | $180.0              | $55.0                  | $320.0              |
| Funding      as of                                                                                                                                                                                                                                                                                                                                                                                          |                   |                |                   |                |                   |                |
| February 2, 2008                                                                                                                                                                                                                                                                                                                                                                                            | $47.7                  | $36.5               | $0.0                   | $180.0              | $41.5                  | $320.0              |
| First      scheduled                                                                                                                                                                                                                                                                                                                                                                                        |                   |                |                   |                |                   |                |
| principalpayment                                                                                                                                                                                                                                                                                                                                                                                            | Not      applicable    | August      2007    | Not      applicable    | April      2009     | Not      applicable    | April      2012     |
| Expected      final                                                                                                                                                                                                                                                                                                                                                                                         |                   |                |                   |                |                   |                |
| principalpayment                                                                                                                                                                                                                                                                                                                                                                                            | Not      applicable(2) | May      2008       | Not      applicable(2) | March      2010     | Not      applicable(2) | March      2013     |
| Renewal                                                                                                                                                                                                                                                                                                                                                                                                     | Annual                 | Not      applicable | Annual                 | Not      applicable | Annual                 | Not      applicable |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                        |
| (1)  Receivables Purchase      Agreement (for the Crosstown Traders catalog proprietary credit card      receivables program).                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                        |
| (2)  Series 1999-2 and      Series 2004-VFC have scheduled final payment dates that occur in the      twelfth month following the month in which the series begins      amortizing.  These series and 2005-RPA generally begin      amortizing 364 days after the start of the purchase commitment by the      series purchaser currently in effect after giving effect to any      renewal. |

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                                                                                                               |   | Year    Ended  |   |
|--------------------------------------------------------------------------------------------------------------------|--------|----------------|--------|
|                                                                                                               |   | February    2, |   |   | February    3, |   |   | January    28, |   |
| (In      millions)                                                                                                 |   | 2008           |   |   | 2007 |   |   | 2006 |   |
|                                                                                                               |   |           |   |   |   |   |   |   |   |
| Net      securitization excess spread revenues                                                                |   | $              | 79.0   |   |   | $ | 69.8 |   |   | $ | 54.4 |   |
| Net      additions to the I/O strip and servicing liability                                                        |   |           | 6.4    |   |   |   | 1.0 |   |   |   | 4.8 |   |
| Other      credit card revenues, net(1)                                                                            |   |           | 11.2   |   |   |   | 9.4 |   |   |   | 7.2 |   |
| Total      credit card revenues                                                                               |   |           | 96.6   |   |   |   | 80.2 |   |   |   | 66.4 |   |
| Less      total credit card program expenses                                                                       |   |           | 58.5   |   |   |   | 44.0 |   |   |   | 36.8 |   |
| Total      credit contribution                                                                                     |   | $              | 38.1   |   |   | $ | 36.2 |   |   | $ | 29.6 |   |
|                                                                                                               |   |           |   |   |   |   |   |   |   |   |   |   |
| Average      managed receivables outstanding                                                                       |   | $              | 427.4  |   |   | $ | 363.5 |   |   | $ | 331.1 |   |
| Ending      managed receivables outstanding                                                                        |   | $              | 613.2  |   |   | $ | 366.7 |   |   | $ | 356.7 |   |
| ____________________                                                                                               |   |           |   |   |   |   |   |   |   |   |   |   |
| (1)  Excludes      inter-company merchant fees between our credit entities and our      retail entities. |   |

----

Table of Contents

----

Table of Contents

MARKETRISK

----

Table of Contents

Item8.  Financial Statements and SupplementaryData

MANAGEMENT’SREPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

----

Table of Contents

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ONINTERNAL

----

Table of Contents

|   | /S/ ERNST & YOUNG      LLP |
|--------|--------------------------------|

----

Table of Contents

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

|   | /S/ ERNST & YOUNG      LLP |
|--------|--------------------------------|

----

Table of Contents

CHARMINGSHOPPES, INC. AND SUBSIDIARIES

|                                                                                                     |   | February    2, |      |   | February    3, |   |
|----------------------------------------------------------------------------------------------------------|--------|----------------|-----------|--------|----------------|--------|
| (In thousands, except share      amounts)                                                                |   | 2008           |      |   | 2007           |   |
|                                                                                                     |   |           |      |   |           |   |
| ASSETS                                                                                                   |   |           |      |   |           |   |
| Current      assets                                                                                      |   |           |      |   |           |   |
| Cash      and cash equivalents                                                                      |   | $              | 61,842    |   |           | $      | 143,838 |   |
| Available-for-sale      securities                                                                       |   |           | 13,364    |   |           |   | 1,997 |   |
| Accounts      receivable, net of allowances of $6,262 and $5,083                                         |   |           | 33,535    |   |           |   | 33,366 |   |
| Investment      in asset-backed securities                                                               |   |           | 115,912   |   |           |   | 60,643 |   |
| Merchandise      inventories                                                                             |   |           | 391,527   |   |           |   | 429,433 |   |
| Deferred      advertising                                                                           |   |           | 21,274    |   |           |   | 21,707 |   |
| Deferred      taxes                                                                                 |   |           | 7,531     |   |           |   | 4,469 |   |
| Prepayments      and other                                                                               |   |           | 151,009   |   |           |   | 145,385 |   |
| Total current      assets                                                                                |   |           | 795,994   |   |           |   | 840,838 |   |
|                                                                                                     |   |           |      |   |           |   |   |   |
| Property,      equipment, and leasehold improvements – at cost                                     |   |           | 1,117,559 |   |           |   | 996,430 |   |
| Less      accumulated depreciation and amortization                                                      |   |           | 658,410   |   |           |   | 573,984 |   |
| Net property, equipment, and leasehold      improvements                                                 |   |           | 459,149   |   |           |   | 422,446 |   |
|                                                                                                     |   |           |      |   |           |   |   |   |
| Trademarks      and other intangible assets                                                              |   |           | 234,959   |   |           |   | 249,490 |   |
| Goodwill                                                                                                 |   |           | 66,666    |   |           |   | 153,370 |   |
| Other      assets                                                                                        |   |           | 56,536    |   |           |   | 39,579 |   |
| Total    assets                                                                                          |   | $              | 1,613,304 |   |           | $      | 1,705,723 |   |
|                                                                                                     |   |           |      |   |           |   |   |   |
| LIABILITIES AND STOCKHOLDERS’      EQUITY                                                          |   |           |      |   |           |   |   |   |
| Current      liabilities                                                                                 |   |           |      |   |           |   |   |   |
| Accounts      payable                                                                                    |   | $              | 140,553   |   |           | $      | 178,629 |   |
| Accrued      expenses                                                                                    |   |           | 179,457   |   |           |   | 190,702 |   |
| Current      portion – long-term debt                                                              |   |           | 8,827     |   |           |   | 10,887 |   |
| Total current      liabilities                                                                           |   |           | 328,837   |   |           |   | 380,218 |   |
|                                                                                                     |   |           |      |   |           |   |   |   |
| Deferred      taxes                                                                                      |   |           | 55,400    |   |           |   | 57,340 |   |
| Other      non-current liabilities                                                                       |   |           | 192,454   |   |           |   | 139,503 |   |
| Long-term      debt                                                                                      |   |           | 306,169   |   |           |   | 181,124 |   |
|                                                                                                     |   |           |      |   |           |   |   |   |
| Stockholders’      equity                                                                          |   |           |      |   |           |   |   |   |
| Common      stock $.10 par value                                                                         |   |           |      |   |           |   |   |   |
| Authorized – 300,000,000      shares                                                               |   |           |      |   |           |   |   |   |
| Issued – 151,569,850 shares      and 135,762,531 shares                                            |   |           | 15,157    |   |           |   | 13,576 |   |
| Additional      paid-in capital                                                                          |   |           | 407,499   |   |           |   | 285,159 |   |
| Treasury      stock at cost – 36,477,246 shares and 12,265,993 shares                              |   |           | (336,761  | )      |           |   | (84,136 | ) |
| Accumulated      other comprehensive income                                                         |   |           | 22        |   |           |   | 1 |   |
| Retained      earnings                                                                                   |   |           | 644,527   |   |           |   | 732,938 |   |
| Total stockholders’      equity                                                                    |   |           | 730,444   |   |           |   | 947,538 |   |
| Total liabilities and      stockholders’ equity                                                    |   | $              | 1,613,304 |   |           | $      | 1,705,723 |   |
|                                                                                                     |   |           |      |   |           |   |   |   |
| Certain      prior-year amounts have been reclassified to conform to the current-year      presentation. |   |
|                                                                                                     |   |
| See Notes to Consolidated      Financial Statements.                                                     |   |

----

Table of Contents

CHARMING SHOPPES,INC. AND SUBSIDIARIES

|                                                                                    |   | Year    Ended  |      |
|-----------------------------------------------------------------------------------------|--------|----------------|-----------|
|                                                                                    |   | February    2, |      |   | February    3, |   |   | January    28, |   |
| (In thousands, except per share      amounts)                                           |   | 2008           |      |   | 2007 |   |   | 2006 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |
| Netsales                                                                                |   | $              | 3,009,953 |   |   | $ | 3,067,517 |   |   | $ | 2,755,725 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Cost      of goods sold, buying, catalog, and occupancy expenses                        |   |           | 2,198,865 |   |   |   | 2,141,884 |   |   |   | 1,914,347 |   |
| Selling,      general, and administrative expenses                                      |   |           | 777,461   |   |   |   | 753,109 |   |   |   | 678,753 |   |
| Impairment      of goodwill and trademarks                                              |   |           | 98,219    |   |   |   | 0 |   |   |   | 0 |   |
| Restructuring      charges                                                         |   |           | 14,357    |   |   |   | 0 |   |   |   | 0 |   |
| Total operating      expenses                                                           |   |           | 3,088,902 |   |   |   | 2,894,993 |   |   |   | 2,593,100 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Income/(loss) from      operations                                                      |   |           | (78,949   | ) |   |   | 172,524 |   |   |   | 162,625 |   |
| Other      income                                                                       |   |           | 8,793     |   |   |   | 8,345 |   |   |   | 7,687 |   |
| Interest      expense                                                                   |   |           | (10,552   | ) |   |   | (14,746 | ) |   |   | (17,911 | ) |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Income/(loss)      before income taxes and extraordinary item                           |   |           | (80,708   | ) |   |   | 166,123 |   |   |   | 152,401 |   |
| Income      tax provision                                                               |   |           | 3,617     |   |   |   | 57,200 |   |   |   | 53,010 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Income/(loss)      before extraordinary item                                            |   |           | (84,325   | ) |   |   | 108,923 |   |   |   | 99,391 |   |
| Extraordinary      item, net of income tax provision of $582 in 2008                    |   |           | 912       |   |   |   | 0 |   |   |   | 0 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Net      income/(loss)                                                                  |   |           | (83,413   | ) |   |   | 108,923 |   |   |   | 99,391 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Other comprehensive      income/(loss), net of tax:                                     |   |           |      |   |   |   |   |   |   |   |   |   |
| Unrealized      gains/(losses) on available-for-sale securities, net of income      tax |   |           |      |   |   |   |   |   |   |   |   |   |
| provision/(benefit) of $14 in      2008, $3 in 2007, and $(3) in 2006                   |   |           | 21        |   |   |   | 4 |   |   |   | (3 | ) |
| Total      other comprehensive income/(loss)                                       |   |           | 21        |   |   |   | 4 |   |   |   | (3 | ) |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Comprehensive      income/(loss)                                                        |   | $              | (83,392   | ) |   | $ | 108,927 |   |   | $ | 99,388 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Basic net income/(loss) per      share:                                                 |   |           |      |   |   |   |   |   |   |   |   |   |
| Income/(loss)      before extraordinary item                                            |   | $              | (.70      | ) |   | $ | .89 |   |   | $ | .83 |   |
| Extraordinary      item, net of income taxes                                            |   |           | .01       |   |   |   | .00 |   |   |   | .00 |   |
| Net      income/(loss) per share                                                        |   | $              | (.69      | ) |   | $ | .89 |   |   | $ | .83 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| Diluted net income/(loss) per      share:                                               |   |           |      |   |   |   |   |   |   |   |   |   |
| Income/(loss)      before extraordinary item                                            |   | $              | (.70      | ) |   | $ | .81 |   |   | $ | .76 |   |
| Extraordinary      item, net of income taxes                                            |   |           | .01       |   |   |   | .00 |   |   |   | .00 |   |
| Net      income/(loss) per share                                                        |   | $              | (.69      | ) |   | $ | .81 |   |   | $ | .76 |   |
|                                                                                    |   |           |      |   |   |   |   |   |   |   |   |   |
| See Notes to Consolidated      Financial Statements.                                    |   |

----

Table of Contents

CHARMINGSHOPPES, INC. AND SUBSIDIARIES

|                                                                                                                                                                                                                                                                                                                                                                           |   |            |        |   |    |   |   | Additional          |   |   |    |   |   |   |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|-------------|--------|---------|--------|--------|---------------------|--------|--------|---------|--------|--------|--------|-------------|
|                                                                                                                                                                                                                                                                                                                                                                           |   | Common    Stock |        |   | Paid-in |   |   | Treasury      Stock |   |
| (Dollars in      thousands)                                                                                                                                                                                                                                                                                                                                                    |   | Shares          |        |   | Amount  |   |   | Capital             |   |   | Shares  |   |   | Amount |        |
|                                                                                                                                                                                                                                                                                                                                                                           |   |            |        |   |    |   |   |                |   |   |    |   |   |   |        |
| Balance, January 29,      2005                                                                   |   |            | 132,063,290 |   |    | $      | 13,206 |                |   | $      | 240,770 |   |   |   | (12,265,993 | ) |   | $ | (84,136 | ) |
| Issued      to employees, net                                                                                                                                                                                                                                                                                                                                             |   |            | 51,909      |   |    |   | 5      |                |   |   | 708     |   |   |   |        |   |   |   |   |   |
| Exercise      of stock options                                                                                                                                                                                                                                                                                                                                       |   |            | 1,865,554   |   |    |   | 187    |                |   |   | 9,384   |   |   |   |        |   |   |   |   |   |
| Withheld      for payment of employee                                                                                                                                                                                                                                                                                                                                          |   |            |        |   |    |   |   |                |   |   |    |   |   |   |        |   |   |   |   |   |
| payroll taxes due on shares      issued                                                                                                                                                                                                                                                                                                                                        |   |            |        |   |    |   |   |                |   |   |    |   |   |   |        |   |   |   |   |   |
| under employee stock      plans                                                                                                |   |            | (25,901     | )      |    |   | (3     | )                   |   |   | (216    | )      |   |   |        |   |   |   |   |   |
| Stock-based      compensation expense                                                                                                                                                                                                                                                                                                                                          |   |            |        |   |    |   |   |                |   |   | 6,814   |   |   |   |        |   |   |   |   |   |
| Tax      benefit – employee stock programs                                                                                                                                                                                                                                                                                                                               |   |            |        |   |    |   |   |                |   |   | 3,617   |   |   |   |        |   |   |   |   |   |
| Balance, January 28,      2006                                                                                                                                                                                                                                                                                                                                            |   |            | 133,954,852 |   |    |   | 13,395 |                |   |   | 261,077 |   |   |   | (12,265,993 | ) |   |   | (84,136 | ) |
| Issued      to employees, net                                                                                                                                                                                                                                                                                                                                                  |   |            | 361,477     |   |    |   | 36     |                |   |   | 783     |   |   |   |        |   |   |   |   |   |
| Exercise      of stock options                                                                                                                                                                                                                                                                                                                                                 |   |            | 1,536,580   |   |    |   | 154    |                |   |   | 9,011   |   |   |   |        |   |   |   |   |   |
| Withheld      for payment of employee                                                                                                                                                                                                                                                                                                                                          |   |            |        |   |    |   |   |                |   |   |    |   |   |   |        |   |   |   |   |   |
| payroll taxes due on shares      issued                                                                                                                                                                                                                                                                                                                                        |   |            |        |   |    |   |   |                |   |   |    |   |   |   |        |   |   |   |   |   |
| under employee stock      plans                                                                                                                                                                                                                                                                                                                                                |   |            | (90,378     | )      |    |   | (9     | )                   |   |   | (1,217  | )      |   |   |        |   |   |   |   |   |
| Stock-based      compensation expense                                                                                                                                                                                                                                                                                                                                          |   |            |        |   |    |   |   |                |   |   | 10,386  |   |   |   |        |   |   |   |   |   |
| Tax      benefit – employee stock programs                                                                                                                                                                                                                                                                                                                               |   |            |        |   |    |   |   |                |   |   | 5,119   |   |   |   |        |   |   |   |   |   |
| 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 | )      |   |   |        |   |   |   |   |   |
| Tax      benefit – call options                                                                                                                                                                                                                                                                                                                                          |   |            |        |   |    |   |   |                |   |   | 2,705   |   |   |   |        |   |   |   |   |   |
| 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 |                |   | $      | 407,499 |   |   |   | (36,477,246 | ) |   | $ | (336,761 | ) |
|                                                                                                                                                                                                                                                                                                                                                                           |   |            |        |   |    |   |   |                |   |   |    |   |   |   |        |   |   |   |   |   |

|                                                 |   |               |   |   |     |   |
|------------------------------------------------------|--------|--------------------|--------|--------|----------|--------|
|                                                 |   |               |   |   |     |   |
|                                                 |   | Accumulated        |   |   |     |   |
|                                                 |   | Other              |   |   |     |   |
|                                                 |   | Comprehensive      |   |   | Retained |   |
|                                                 |   | Income      (Loss) |   |   | Earnings |   |
|                                                 |   |               |   |   |     |   |
| Balance, January 29,      2005                       |   | $                  | 0      |   |     | $      | 524,624 |   |
| Unrealized      losses, net of income taxes of $3    |   |               | (3     | )      |     |   |   |   |
| Net      income                                      |   |               |   |   |     |   | 99,391 |   |
| Balance, January 28,      2006                  |   |               | (3     | )      |     |   | 624,015 |   |
| Unrealized      gains, net of income taxes of $(3)   |   |               | 4      |   |     |   |   |   |
| Net      income                                 |   |               |   |   |     |   | 108,923 |   |
| Balance, February 3,      2007                       |   |               | 1      |   |     |   | 732,938 |   |
| Cumulative      effect of adoption of FIN No. 48     |   |               |   |   |     |   | (4,998 | ) |
| Unrealized      gains, net of income taxes of $(14)  |   |               | 21     |   |     |   |   |   |
| Net      loss                                        |   |               |   |   |     |   | (83,413 | ) |
| Balance, February 2,      2008                       |   | $                  | 22     |   |     | $      | 644,527 |   |
|                                                 |   |               |   |   |     |   |   |   |
| See Notes to Consolidated      Financial Statements. |   |

----

Table of Contents

CHARMING SHOPPES,INC. AND SUBSIDIARIES

|                                                                                                     |   | Year    Ended  |     |
|----------------------------------------------------------------------------------------------------------|--------|----------------|----------|
|                                                                                                     |   | February    2, |     |   | February    3, |   |   | January    28, |   |
| (In      thousands)                                                                                      |   | 2008           |     |   | 2007 |   |   | 2006 |   |
|                                                                                                     |   |           |     |   |   |   |   |   |   |
| Operating      activities                                                                                |   |           |     |   |   |   |   |   |   |
| Net      income/(loss)                                                                         |   | $              | (83,413  | ) |   | $ | 108,923 |   |   | $ | 99,391 |   |
| Adjustments      to reconcile net income/(loss) to net cash provided by operating      activities:       |   |           |     |   |   |   |   |   |   |   |   |   |
| Impairment of goodwill and      trademarks                                                          |   |           | 98,219   |   |   |   | 0 |   |   |   | 0 |   |
| Depreciation and      amortization                                                                  |   |           | 97,249   |   |   |   | 91,244 |   |   |   | 84,297 |   |
| Deferred income      taxes                                                                               |   |           | (4,933   | ) |   |   | 20,719 |   |   |   | (10,139 | ) |
| Stock-based      compensation                                                                       |   |           | 7,101    |   |   |   | 10,386 |   |   |   | 6,814 |   |
| Excess tax benefits related to      stock-based compensation                                             |   |           | (613     | ) |   |   | (5,119 | ) |   |   | 3,617 |   |
| Net loss/(gain) from      disposition of capital assets                                                  |   |           | 2,147    |   |   |   | 1,618 |   |   |   | (725 | ) |
| Net gain from securitization      activities                                                             |   |           | (6,445   | ) |   |   | (1,012 | ) |   |   | (3,212 | ) |
| Write-down of capital      assets                                                                        |   |           | 11,325   |   |   |   | 0 |   |   |   | 0 |   |
| Extraordinary item, net of      income taxes                                                             |   |           | (912     | ) |   |   | 0 |   |   |   | 0 |   |
| Changes in operating assets and      liabilities:                                                        |   |           |     |   |   |   |   |   |   |   |   |   |
| Accounts receivable,      net                                                                       |   |           | (169     | ) |   |   | 5,237 |   |   |   | (31,315 | ) |
| Merchandise      inventories                                                                        |   |           | 37,906   |   |   |   | (53,024 | ) |   |   | (20,051 | ) |
| Accounts      payable                                                                               |   |           | (38,076  | ) |   |   | 45,393 |   |   |   | (6,952 | ) |
| Deferred      advertising                                                                           |   |           | 433      |   |   |   | (1,116 | ) |   |   | (7,797 | ) |
| Prepayments and      other                                                                               |   |           | (947     | ) |   |   | (54,390 | ) |   |   | 5,636 |   |
| Income taxes      payable                                                                           |   |           | 0        |   |   |   | 3,376 |   |   |   | 1,743 |   |
| Accrued expenses and      other                                                                     |   |           | 40,973   |   |   |   | 14,719 |   |   |   | 43,505 |   |
| Purchase      of credit card receivables portfolios                                                      |   |           | (230,975 | ) |   |   | 0 |   |   |   | (56,582 | ) |
| Securitization      of credit card receivables portfolios                                           |   |           | 230,975  |   |   |   | 0 |   |   |   | 56,582 |   |
| Net cash provided by operating      activities                                                      |   |           | 159,845  |   |   |   | 186,954 |   |   |   | 164,812 |   |
|                                                                                                     |   |           |     |   |   |   |   |   |   |   |   |   |
| Investing      activities                                                                                |   |           |     |   |   |   |   |   |   |   |   |   |
| Investment      in capital assets                                                                   |   |           | (137,709 | ) |   |   | (133,156 | ) |   |   | (103,835 | ) |
| Gross      purchases of securities                                                                  |   |           | (84,665  | ) |   |   | (37,022 | ) |   |   | (50,630 | ) |
| Proceeds      from sales of securities                                                                   |   |           | 22,335   |   |   |   | 62,185 |   |   |   | 18,849 |   |
| Proceeds      from sales of capital assets                                                          |   |           | 0        |   |   |   | 0 |   |   |   | 3,432 |   |
| Proceeds      from eminent domain settlement, net of taxes                                               |   |           | 912      |   |   |   | 0 |   |   |   | 0 |   |
| Acquisition      of Crosstown Traders, Inc., net of cash acquired                                   |   |           | 0        |   |   |   | 0 |   |   |   | (256,717 | ) |
| Securitization      of Crosstown Traders, Inc. apparel-related receivables                               |   |           | 0        |   |   |   | 0 |   |   |   | 50,000 |   |
| Increase      in other assets                                                                            |   |           | (11,502  | ) |   |   | (14,399 | ) |   |   | (5,264 | ) |
| Net cash used by investing      activities                                                               |   |           | (210,629 | ) |   |   | (122,392 | ) |   |   | (344,165 | ) |
|                                                                                                     |   |           |     |   |   |   |   |   |   |   |   |   |
| Financing      activities                                                                                |   |           |     |   |   |   |   |   |   |   |   |   |
| Proceeds      from short-term borrowings                                                                 |   |           | 51,180   |   |   |   | 149,377 |   |   |   | 382,573 |   |
| Repayments      of short-term borrowings                                                            |   |           | (51,180  | ) |   |   | (199,377 | ) |   |   | (332,573 | ) |
| Proceeds      from issuance of senior convertible notes                                                  |   |           | 275,000  |   |   |   | 0 |   |   |   | 0 |   |
| Proceeds      from long-term borrowings                                                             |   |           | 1,316    |   |   |   | 0 |   |   |   | 0 |   |
| Repayments      of long-term borrowings                                                                  |   |           | (11,814  | ) |   |   | (14,733 | ) |   |   | (22,212 | ) |
| Payments      of deferred financing costs                                                           |   |           | (7,640   | ) |   |   | 0 |   |   |   | (1,417 | ) |
| Excess      tax benefits related to stock-based compensation                                             |   |           | 613      |   |   |   | 5,119 |   |   |   | 0 |   |
| Purchase      of hedge on senior convertible notes                                                       |   |           | (90,475  | ) |   |   | 0 |   |   |   | 0 |   |
| Sale      of common stock warrants                                                                  |   |           | 53,955   |   |   |   | 0 |   |   |   | 0 |   |
| Purchases      of treasury stock                                                                         |   |           | (252,625 | ) |   |   |   |   |   |   |   |   |
| Proceeds      from issuance of common stock                                                              |   |           | 458      |   |   |   | 8,758 |   |   |   | 10,065 |   |
| Net cash provided/(used) by      financing activities                                                    |   |           | (31,212  | ) |   |   | (50,856 | ) |   |   | 36,436 |   |
|                                                                                                     |   |           |     |   |   |   |   |   |   |   |   |   |
| Increase/(decrease) in cash and      cash equivalents                                                    |   |           | (81,996  | ) |   |   | 13,706 |   |   |   | (142,917 | ) |
| Cash and cash equivalents,      beginning of year                                                   |   |           | 143,838  |   |   |   | 130,132 |   |   |   | 273,049 |   |
| Cash and cash equivalents, end      of year                                                              |   | $              | 61,842   |   |   | $ | 143,838 |   |   | $ | 130,132 |   |
|                                                                                                     |   |           |     |   |   |   |   |   |   |   |   |   |
| Certain      prior-year amounts have been reclassified to conform to the current-year      presentation. |   |
|                                                                                                     |   |
| (Continued on next      page)                                                                            |   |

----

Table of Contents

|                                                       |   | Year    Ended  |    |
|------------------------------------------------------------|--------|----------------|---------|
|                                                       |   | February    2, |    |   | February    3, |   |   | January    28, |   |
| (In      thousands)                                        |   | 2008           |    |   | 2007 |   |   | 2006 |   |
|                                                       |   |           |    |   |   |   |   |   |   |
| Non-cash financing and      investing activities           |   |           |    |   |   |   |   |   |   |
| Common      stock issued on conversion of debentures  |   | $              | 149,564 |   |   | $ | 0 |   |   | $ | 0 |   |
| Equipment      acquired through capital leases        |   | $              | 8,047   |   |   | $ | 0 |   |   | $ | 3,892 |   |
|                                                       |   |           |    |   |   |   |   |   |   |   |   |   |
| See Notes to Consolidated      Financial Statements.       |   |

----

Table of Contents

CHARMINGSHOPPES, INC. AND SUBSIDIARIES

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                                                                                           |   | Year    Ended  |   |
|------------------------------------------------------------------------------------------------|--------|----------------|--------|
|                                                                                           |   | January    28, |   |
| (In thousands, except per share      amounts)                                                  |   | 2006           |   |
|                                                                                           |   |           |   |
| Net      income as reported                                                               |   | $              | 99,391 |   |
| Add      stock-based employee compensation as reported, using intrinsic value      method,     |   |           |   |   |
| net of income      taxes                                                                  |   |           | 4,429  |   |
| Less      stock-based employee compensation, using fair-value method, net of income      taxes |   |           | (5,307 | ) |
| Pro      forma net income                                                                      |   | $              | 98,513 |   |
|                                                                                           |   |           |   |   |
| Basic      net income per share:                                                               |   |           |   |   |
| As reported                                                                                    |   | $              | .83    |   |
| Proforma                                                                                  |   |           | .82    |   |
| Diluted      net income per share:                                                             |   |           |   |   |
| As    reported                                                                            |   |           | .76    |   |
| Proforma                                                                                  |   |           | .75    |   |

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

| ·   | The      measurement of additional assets acquired and liabilities assumed at fair      value as of the acquisition date; |
|--------------------|---------------------------------------------------------------------------------------------------------------------------|

| ·   | Re-measurement      of liabilities related to contingent consideration at fair value in      periods subsequent to acquisition; |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------|

| ·   | The      expensing in pre-acquisition periods of acquisition-related costs incurred      by the acquirer; and |
|--------------------|---------------------------------------------------------------------------------------------------------------|

| ·   | The      initial measurement of non-controlling interests in subsidiaries at fair      value and classification of the interest as a separate component of      equity. |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Table of Contents

|                                                                              |   | Purchase   |    |
|-----------------------------------------------------------------------------------|--------|------------|---------|
|                                                                              |   | Price      |    |
| (In      thousands)                                                               |   | Allocation |    |
|                                                                              |   |       |    |
| Fair      value of assets acquired                                                |   | $          | 177,579 |   |
| Fair      value of liabilities assumed                                            |   |       | (59,785 | ) |
| Intangible      assets subject to amortization                               |   |       | 13,100  |   |
| Intangible      assets not subject to amortization (trademarks and    tradenames) |   |       | 70,000  |   |
| Deferred      tax effect of acquisition                                      |   |       | (26,816 | ) |
| Goodwill                                                                     |   |       | 86,704  |   |
| Total      purchase price                                                    |   | $          | 260,782 |   |

----

Table of Contents

|                                     |   | Beginning |   |   |        |   |   | Payments/   |   |   | Ending  |   |
|------------------------------------------|--------|-----------|--------|--------|-------------|--------|--------|-------------|--------|--------|---------|--------|
| (In      thousands)                      |   | Balance   |   |   | Adjustments |   |   | Settlements |   |   | Balance |   |
|                                     |   |      |   |   |        |   |   |        |   |   |    |   |
| Fiscal    2008                           |   |      |   |   |        |   |   |        |   |   |    |   |
| Lease      termination and related costs |   | $         | 1,820  |   |        | $      | (746   | )           |   | $      | (1,074  | )      |   | $ | 0 |   |
| Other      costs                         |   |      | 239    |   |        |   | (153   | )           |   |   | (86     | )      |   |   | 0 |   |
| Total                          |   | $         | 2,059  |   |        | $      | (899   | )           |   | $      | (1,160  | )      |   | $ | 0 |   |
|                                     |   |      |   |   |        |   |   |        |   |   |    |   |   |   |   |   |
| Fiscal    2007                           |   |      |   |   |        |   |   |        |   |   |    |   |   |   |   |   |
| Severance      and related costs    |   | $         | 4,380  |   |        | $      | (728   | )           |   | $      | (3,652  | )      |   | $ | 0 |   |
| Lease      termination and related costs |   |      | 2,180  |   |        |   | 564    |        |   |   | (924    | )      |   |   | 1,820 |   |
| Unfavorable      contract costs          |   |      | 900    |   |        |   | (900   | )           |   |   | 0       |   |   |   | 0 |   |
| Other      costs                         |   |      | 1,154  |   |        |   | (62    | )           |   |   | (853    | )      |   |   | 239 |   |
| Total                               |   | $         | 8,614  |   |        | $      | (1,126 | )           |   | $      | (5,429  | )      |   | $ | 2,059 |   |

----

Table of Contents

Unaudited pro forma results of operations forFiscal 2006 are as follows:

|                                          |   | Year    Ended  |      |
|-----------------------------------------------|--------|----------------|-----------|
|                                          |   | January    28, |      |
| (In thousands, except per share      amounts) |   | 2006           |      |
|                                          |   |           |      |
| Net      sales                           |   | $              | 2,897,904 |   |
| Net      income                          |   |           | 98,317    |   |
|                                          |   |           |      |   |
| Net      income per share:                    |   |           |      |   |
| Basic                               |   | $              | .82       |   |
| Diluted                                  |   |           | .75       |   |

|                           |   |   |   |   | Estimated     |   |
|--------------------------------|--------|--------|--------|--------|---------------|--------|
| (In      thousands)            |   | Cost   |   |   | Fair    Value |   |
|                           |   |   |   |   |          |   |
| February 2,      2008          |   |   |   |   |          |   |
| U.S.      Treasury Bills  |   | $      | 12,929 |   |          | $      | 12,964 |   |
| Other                     |   |   | 400    |   |          |   | 400 |   |
|                           |   | $      | 13,329 |   |          | $      | 13,364 |   |
| February 3,      2007          |   |   |   |   |          |   |   |   |
| U.S.      Treasury Bills       |   | $      | 1,497  |   |          | $      | 1,497 |   |
| Other                |   |   | 500    |   |          |   | 500 |   |
|                           |   | $      | 1,997  |   |          | $      | 1,997 |   |

----

Table of Contents

| (In      thousands)                        |   | 2008   |   |   | 2007   |   |
|--------------------------------------------|--------|--------|--------|--------|--------|--------|
|                                       |   |   |   |   |   |   |
| Due      from customers          |   | $      | 39,797 |   |   | $      | 38,449 |   |
| Allowance      for doubtful accounts  |   |   | (6,262 | )      |   |   | (5,083 | ) |
| Net      accounts receivable          |   | $      | 33,535 |   |   | $      | 33,366 |   |

|                                                             |   | Year    Ended  |   |
|------------------------------------------------------------------|--------|----------------|--------|
|                                                             |   | February    2, |   |   | February    3, |   |   | January    28, |   |
|                                                             |   | 2008           |   |   | 2007 |   |   | 2006 |   |
|                                                             |   |           |   |   |   |   |   |   |   |
| Beginning      balance                                           |   | $              | (5,083 | ) |   | $ | (6,588 | ) |   | $ | 0 | (1) |
| Provision      for doubtful accounts                             |   |           | (6,327 | ) |   |   | (4,924 | ) |   |   | (5,661 | ) |
| Collections      of accounts previously written off              |   |           | (994   | ) |   |   | (1,274 | ) |   |   | (1,030 | ) |
| Accounts      written off                                        |   |           | 6,142  |   |   |   | 7,703 |   |   |   | 103 |   |
| Ending      balance                                              |   | $              | (6,262 | ) |   | $ | (5,083 | ) |   | $ | (6,588 | ) |
| ____________________                                             |   |           |   |   |   |   |   |   |   |   |   |   |
| (1)  Balance as of June      2, 2005 (date of acquisition). |   |

----

Table of Contents

|                                                     |   | Lives         |   |   |   |      |   |   |   |
|----------------------------------------------------------|--------|---------------|--------|--------|--------|-----------|--------|--------|--------|
| (Dollars in      thousands)                              |   | (Years)       |   |   | 2008   |      |   | 2007   |   |
|                                                     |   |          |   |   |   |      |   |   |   |
| Land                                                     |   |          |   |   | $      | 5,829     |   |   | $      | 5,829 |   |
| Buildings      and improvements                     |   | 10      to 40 |   |   |   | 79,805    |   |   |   | 74,125 |   |
| Store      fixtures                                      |   | 5      to 10  |   |   |   | 185,934   |   |   |   | 162,879 |   |
| Equipment                                           |   | 3      to 10  |   |   |   | 276,381   |   |   |   | 232,095 |   |
| Equipment      acquired under capital leases             |   |  7       |   |   |   | 57,215    |   |   |   | 71,909 |   |
| Leasehold      improvements                         |   |  10(1)   |   |   |   | 500,324   |   |   |   | 433,439 |   |
| Construction      in progress                            |   |  – |   |   |   | 12,071    |   |   |   | 16,154 |   |
| Total      at cost                                  |   |     |   |   |   | 1,117,559 |   |   |   | 996,430 |   |
| Less:Accumulated      depreciation and amortization      |   |     |   |   |   | 622,832   |   |   |   | 528,912 |   |
| Accumulated amortization of      capital lease assets    |   |     |   |   |   | 35,578    |   |   |   | 45,072 |   |
| Total      accumulated depreciation and amortization     |   |     |   |   |   | 658,410   |   |   |   | 573,984 |   |
| Net      property, equipment, and leasehold improvements |   |     |   |   | $      | 459,149   |   |   | $      | 422,446 |   |
| ____________________                                     |   |     |   |   |   |      |   |   |   |   |   |
| (1)  Or the life of the      lease, if shorter.     |   |

|                                                     | Life        |   |   |    |   |   |   |
|----------------------------------------------------------|-------------|--------|--------|---------|--------|--------|--------|
| (Dollars in      thousands)                              | (Years)     |   | 2008   |    |   | 2007   |   |
|                                                     |        |   |   |    |   |   |   |
| Trademarks,      tradenames, and Internet domain names   |        |   | $      | 230,595 |   |   | $      | 241,850 |   |
| Customer      lists, customer relationships,             |        |   |   |    |   |   |   |   |   |
| and covenant not to      compete                         | 4      to 5 |   |   | 16,400  |   |   |   | 16,400 |   |
| Total      at cost                                  |        |   |   | 246,995 |   |   |   | 258,250 |   |
| Less:accumulated      amortization of customer lists,    |        |   |   |    |   |   |   |   |   |
| customer relationships, and      covenant not to compete |        |   |   | 12,036  |   |   |   | 8,760 |   |
| Net      trademarks and other intangible assets     |        |   | $      | 234,959 |   |   | $      | 249,490 |   |

----

Table of Contents

|                   |   | February    2, |   |   | February    3, |   |
|------------------------|--------|----------------|--------|--------|----------------|--------|
| (In      thousands)    |   | 2008           |   |   | 2007           |   |
|                   |   |           |   |   |           |   |
| Retail      Stores:    |   |           |   |   |           |   |
| LANE      BRYANT  |   | $              | 23,436 |   |           | $      | 23,436 |   |
| CATHERINES             |   |           | 43,230 |   |           |   | 43,230 |   |
|                   |   |           |   |   |           |   |   |   |
| Direct-to-Consumer:    |   |           |   |   |           |   |   |   |
| Crosstown      Traders |   |           | 0      |   |           |   | 86,704 |   |
|                   |   | $              | 66,666 |   |           | $      | 153,370 |   |

| (In      thousands) |   | 2008   |    |   | 2007   |   |    | 2006   |   |
|---------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
|                |   |   |    |   |   |   |    |   |   |
| Domestic            |   | $      | (95,947 | )      |   | $      | 154,025 |   |   | $ | 144,753 |   |
| Foreign        |   |   | 15,239  |   |   |   | 12,098  |   |   |   | 7,648 |   |
|                |   | $      | (80,708 | )      |   | $      | 166,123 |   |   | $ | 152,401 |   |

| (In      thousands) |   | 2008   |   |   | 2007   |   |   | 2006   |   |
|---------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                |   |   |   |   |   |   |   |   |   |
| Current:            |   |   |   |   |   |   |   |   |   |
| Federal             |   | $      | (1,028 | )      |   | $      | 38,066 |   |   | $ | 50,097 |   |
| State               |   |   | 5,101  |   |   |   | 5,007  |   |   |   | 4,255 |   |
| Foreign             |   |   | 2,092  |   |   |   | 1,649  |   |   |   | 892 |   |
|                |   |   | 6,165  |   |   |   | 44,722 |   |   |   | 55,244 |   |
| Deferred:           |   |   |   |   |   |   |   |   |   |   |   |   |
| Federal             |   |   | (3,321 | )      |   |   | 12,815 |   |   |   | (547 | ) |
| State               |   |   | 773    |   |   |   | (337   | )      |   |   | (1,687 | ) |
|                |   |   | (2,548 | )      |   |   | 12,478 |   |   |   | (2,234 | ) |
|                |   | $      | 3,617  |   |   | $      | 57,200 |   |   | $ | 53,010 |   |

----

Table of Contents

|                                             |   | 2008   |   |   | 2007   |   |    | 2006   |   |
|--------------------------------------------------|--------|--------|--------|--------|--------|--------|---------|--------|--------|
|                                             |   |   |   |   |   |   |    |   |   |
| Statutory      Federal income tax rate      |   |   | 35.0   | %      |   |   | 35.0    | %      |   |   | 35.0 | % |
| State      income tax, net of Federal income tax |   |   | (6.5   | )      |   |   | 2.8     |   |   |   | 1.2 |   |
| Foreign      income                              |   |   | 4.0    |   |   |   | (1.5    | )      |   |   | (1.2 | ) |
| Employee      benefits                           |   |   | 1.3    |   |   |   | (0.3    | )      |   |   | (0.6 | ) |
| Impairment      of goodwill                      |   |   | (37.7  | )      |   |   | – |   |   |   | – |   |
| Charitable      contributions                    |   |   | 1.2    |   |   |   | (0.3    | )      |   |   | (0.3 | ) |
| Other,      net                                  |   |   | (1.8   | )      |   |   | (1.1    | )      |   |   | 0.7 |   |
| Effective      tax rate                          |   |   | (4.5   | )%     |   |   | 34.4    | %      |   |   | 34.8 | % |

|                                                       |   | Net    Current |   |   | Net      Long-Term |    |
|------------------------------------------------------------|--------|----------------|--------|--------|--------------------|---------|
|                                                       |   | Assets         |   |   | Assets             |    |
| (In      thousands)                                        |   | (Liabilities)  |   |   | (Liabilities)      |    |
|                                                       |   |           |   |   |               |    |
| February 2,      2008                                      |   |           |   |   |               |    |
| Property,      equipment, and leasehold improvements  |   |           |   |   | $                  | (14,166 | ) |
| Accounts      receivable                                   |   | $              | (6,098 | )      |               |    |   |   |
| Tax      credit and loss carry-forwards                    |   |           | 14,399 |   |               |    |   |   |
| Prepaid      and accrued expenses                          |   |           | (8,840 | )      |               |    |   |   |
| Inventory                                                  |   |           | 4,060  |   |               |    |   |   |
| Deferred      compensation                                 |   |           |   |   |               |    | 18,026 |   |
| Goodwill      and intangible assets                   |   |           |   |   |               |    | (56,785 | ) |
| Investments                                                |   |           |   |   |               |    | (908 | ) |
| Deferred      rent                                         |   |           |   |   |               |    | 6,752 |   |
| Credit      card late fees                            |   |           |   |   |               |    | (17,436 | ) |
| Other                                                 |   |           | 4,010  |   |               |    | 9,117 |   |
|                                                       |   | $              | 7,531  |   |               | $       | (55,400 | ) |
|                                                       |   |           |   |   |               |    |   |   |
| February 3,      2007                                      |   |           |   |   |               |    |   |   |
| Property,      equipment, and leasehold improvements  |   |           |   |   |               | $       | (11,064 | ) |
| Accounts      receivable                                   |   | $              | (4,409 | )      |               |    |   |   |
| Tax      credit and loss carryforwards                |   |           | 9,303  |   |               |    |   |   |
| Prepaid      and accrued expenses                     |   |           | (6,367 | )      |               |    |   |   |
| Inventory                                             |   |           | 2,983  |   |               |    |   |   |
| Deferred      compensation                            |   |           |   |   |               |    | 17,548 |   |
| Goodwill      and intangible assets                        |   |           |   |   |               |    | (60,187 | ) |
| Investments                                                |   |           |   |   |               |    | (556 | ) |
| Deferred      rent                                    |   |           |   |   |               |    | 12,611 |   |
| Credit      card late fees                                 |   |           |   |   |               |    | (15,428 | ) |
| Other                                                      |   |           | 2,959  |   |               |    | (264 | ) |
|                                                       |   | $              | 4,469  |   |               | $       | (57,340 | ) |

----

Table of Contents

|                                                                      |   | Year    Ended  |   |
|---------------------------------------------------------------------------|--------|----------------|--------|
|                                                                      |   | February    2, |   |
| (In thousands, except per share      amounts)                             |   | 2008           |   |
|                                                                      |   |           |   |
| Gross      unrecognized tax benefits as of February 4, 2007               |   | $              | 22,474 |   |
| Additions      for tax positions related to prior years                   |   |           | 4,271  |   |
| Additions      for tax positions related to Fiscal 2008                   |   |           | 492    |   |
| Reductions      resulting from lapse of applicable statute of limitations |   |           | (463   | ) |
| Reductions      for tax positions related to prior years                  |   |           | (82    | ) |
| Settlements                                                               |   |           | (27    | ) |
| Gross      unrecognized tax benefits as of February 2, 2008               |   | $              | 26,665 |   |

|                                                       |   | Year    Ended  |   |
|------------------------------------------------------------|--------|----------------|--------|
|                                                       |   | February    2, |   |
| (In thousands, except per share      amounts)              |   | 2008           |   |
|                                                       |   |           |   |
| Accrued      interest and penalties as of February 4, 2007 |   | $              | 7,412  |   |
| Interest      and penalties recognized during Fiscal 2008  |   |           | 2,401  |   |
| Accrued      interest and penalties as of February 2, 2008 |   | $              | 9,813  |   |

----

Table of Contents

| (In      thousands)                                                                                     |   | 2008   |    |   | 2007   |   |
|---------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|--------|--------|
|                                                                                                    |   |   |    |   |   |   |
| 1.125%      Senior Convertible Notes due May 2014                                                       |   | $      | 275,000 |   |   | $      | 0 |   |
| 4.75%      Senior Convertible Notes due June 2012(1)                                                    |   |   | 0       |   |   |   | 149,999 |   |
| Capital      lease obligations                                                                |   |   | 13,698  |   |   |   | 12,853 |   |
| 6.07%      mortgage note, due October 2014                                                         |   |   | 11,078  |   |   |   | 11,696 |   |
| 6.53%      mortgage note, due November 2012                                                             |   |   | 6,650   |   |   |   | 8,050 |   |
| 7.77%      mortgage note due December 2011                                                              |   |   | 7,897   |   |   |   | 8,496 |   |
| Other      long-term debt                                                                               |   |   | 673     |   |   |   | 917 |   |
| Total      long-term debt                                                                          |   |   | 314,996 |   |   |   | 192,011 |   |
| Less      current portion                                                                          |   |   | 8,827   |   |   |   | 10,887 |   |
|                                                                                                    |   | $      | 306,169 |   |   | $      | 181,124 |   |
| ____________________                                                                                    |   |   |    |   |   |   |   |   |
| (1)  On April 30, 2007 we      called these notes for redemption on June 4, 2007 (see      below). |   |

----

Table of Contents

----

Table of Contents

----

Table of Contents

----

Table of Contents

| (In      thousands)            |   | 2009   |   |   | 2010   |   |   | 2011   |   |   | 2012   |   |   | 2013   |   |
|--------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Capital      lease obligations |   | $      | 5,870  |   |   | $      | 2,237  |   |   | $      | 1,906  |   |   | $      | 1,982  |   |   | $ | 1,381 |   |
| Mortgage      notes            |   |   | 2,707  |   |   |   | 2,801  |   |   |   | 2,901  |   |   |   | 7,984  |   |   |   | 1,893 |   |
| Other      long-term debt      |   |   | 250    |   |   |   | 258    |   |   |   | 120    |   |   |   | 15     |   |   |   | 16 |   |
|                           |   | $      | 8,827  |   |   | $      | 5,296  |   |   | $      | 4,927  |   |   | $      | 9,981  |   |   | $ | 3,290 |   |

|   | · | 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 parvalue. |
|--------|--------|---------------------------------------------------------|

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                                                 |   | 2008   |      |   | 2007   |   |      | 2006   |   |
|------------------------------------------------------|--------|--------|-----------|--------|--------|--------|-----------|--------|--------|
|                                                 |   |   |      |   |   |   |      |   |   |
| Restricted      stock awards/RSUs granted       |   |   | 1,035,422 |   |   |   | 926,346   |   |   |   | 1,092,915 |   |
| Weighted      average market price at date of grant  |   |   | $11.98    |   |   |   | $13.21    |   |   |   | $8.51 |   |
| Stock      awards/RSUs vested with issuance deferred |   |   | 240,979   |   |   |   | 305,250   |   |   |   | 104,000 |   |
| Shares      issued under stock awards/RSUs           |   |   | 64,196    |   |   |   | 17,312    |   |   |   | 5,769 |   |
| Cancellations      of stock awards/RSUs              |   |   | 720,795   |   |   |   | 11,131    |   |   |   | 37,500 |   |
| Restricted      awards/RSUs outstanding at year-end  |   |   | 1,800,651 |   |   |   | 1,791,199 |   |   |   | 1,198,546 |   |

----

Table of Contents

|                                                |   | 2008   |           |   | 2007   |   |    | 2006   |   |
|-----------------------------------------------------|--------|--------|----------------|--------|--------|--------|---------|--------|--------|
|                                                |   |   |           |   |   |   |    |   |   |
| One-time      restricted stock awards granted       |   |   | 0              |   |   |   | 10,000  |   |   |   | 10,000 |   |
| Weighted      average market price at date of grant |   |   | $      – |   |   |   | $13.84  |   |   |   | $12.48 |   |
| RSUs      granted                                   |   |   | 80,703         |   |   |   | 61,233  |   |   |   | 55,582 |   |
| Weighted      average market price at date of grant |   |   | $11.71         |   |   |   | $11.33  |   |   |   | $9.29 |   |
| Shares      issued under stock awards/RSUs          |   |   | 24,999         |   |   |   | 8,482   |   |   |   | 29,167 |   |
| RSUs      vested with issuance deferred        |   |   | 42,536         |   |   |   | 37,500  |   |   |   | 9,000 |   |
| Cancellations      of restricted stock awards/RSUs  |   |   | 9,131          |   |   |   | 0       |   |   |   | 0 |   |
| Restricted      awards/RSUs outstanding at year-end |   |   | 87,370         |   |   |   | 83,333  |   |   |   | 58,082 |   |
| Options      exercisable at year-end                |   |   | 341,587        |   |   |   | 283,140 |   |   |   | 455,225 |   |

----

Table of Contents

|                                           |   | 2008   |    |   | 2007   |   |    | 2006   |   |
|------------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
|                                           |   |   |    |   |   |   |    |   |   |
| Shares      issued under stock awards     |   |   | 158,420 |   |   |   | 57,815  |   |   |   | 46,551 |   |
| Cancellations      of restricted stock awards  |   |   | 17,990  |   |   |   | 91,950  |   |   |   | 53,000 |   |
| Restricted      awards outstanding at year-end |   |   | 198,090 |   |   |   | 374,500 |   |   |   | 524,265 |   |
| Options      exercisable at year-end      |   |   | 659,759 |   |   |   | 750,857 |   |   |   | 1,030,009 |   |

|                                            |   | 2008   |    |   | 2007   |   |    | 2006   |   |
|-------------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
|                                            |   |   |    |   |   |   |    |   |   |
| Shares      issued under stock awards      |   |   | 160,060 |   |   |   | 160,960 |   |   |   | 42,810 |   |
| Stock      awards vested with issuance deferred |   |   | 0       |   |   |   | 0       |   |   |   | 90,000 |   |
| Restricted      awards outstanding at year-end  |   |   | 276,290 |   |   |   | 436,350 |   |   |   | 597,310 |   |
| Options      exercisable at year-end            |   |   | 724,640 |   |   |   | 932,540 |   |   |   | 1,461,360 |   |

----

Table of Contents

|                                                          |   |   |       |   | Average |   |   |               |   |
|---------------------------------------------------------------|--------|--------|------------|--------|---------|--------|--------|--------------------|--------|
|                                                          |   | Option |       |   | Option  |   |   | Option      Prices |   |
|                                                          |   | Shares |       |   | Price   |   |   | PerShare           |   |
|                                                          |   |   |       |   |    |   |   |               |   |
| Outstanding at January 29,      2005                     |   |   | 5,504,466  |   |    | $      | 5.549  |               |   | $ | 1.000 |   |   | – |   |   | $ | 8.460 |   |
| Granted – option price equal to      market price  |   |   | 55,582     |   |    |   | 9.287  |               |   |   | 9.100 |   |   | – |   |   |   | 12.480 |   |
| Canceled/forfeited                                  |   |   | (22,386    | )      |    |   | 5.516  |               |   |   | 1.000 |   |   | – |   |   |   | 8.250 |   |
| Exercised                                                |   |   | (1,865,554 | )      |    |   | 5.130  |               |   |   | 1.000 |   |   | – |   |   |   | 8.460 |   |
| Outstanding at January 28,      2006                          |   |   | 3,672,108  |   |    |   | 5.819  |               |   |   | 1.000 |   |   | – |   |   |   | 12.480 |   |
| Granted – option price equal to      market price  |   |   | 61,233     |   |    |   | 11.332 |               |   |   | 11.280 |   |   | – |   |   |   | 13.840 |   |
| Granted – option price less than      market price |   |   | 31,600     |   |    |   | 1.000  |               |   |   | 1.000 |   |   | – |   |   |   | 1.000 |   |
| Canceled/forfeited                                       |   |   | (10,571    | )      |    |   | 1.502  |               |   |   | 1.000 |   |   | – |   |   |   | 6.650 |   |
| Exercised                                                |   |   | (1,536,580 | )      |    |   | 5.965  |               |   |   | 1.000 |   |   | – |   |   |   | 9.100 |   |
| Outstanding at February 3,      2007                          |   |   | 2,217,790  |   |    |   | 5.822  |               |   |   | 1.000 |   |   | – |   |   |   | 13.840 |   |
| Granted – option price less than      market price |   |   | 18,000     |   |    |   | 1.000  |               |   |   | 1.000 |   |   | – |   |   |   | 1.000 |   |
| Canceled/forfeited                                       |   |   | (36,796    | )      |    |   | 5.724  |               |   |   | 1.000 |   |   | – |   |   |   | 11.280 |   |
| Exercised                                                |   |   | (304,120   | )      |    |   | 4.741  |               |   |   | 1.000 |   |   | – |   |   |   | 8.460 |   |
| Outstanding at February 2,      2008                     |   |   | 1,894,874  |   |    | $      | 5.952  |               |   | $ | 1.000 |   |   | – |   |   | $ | 13.840 |   |

----

Table of Contents

|                                 |   |   |      |   |     |   |   | Weighted  |   |
|--------------------------------------|--------|--------|-----------|--------|----------|--------|--------|-----------|--------|
|                                 |   |   |      |   | Weighted |   |   | Average   |   |
|                                 |   |   |      |   | Average  |   |   | Remaining |   |
|                                 |   | Option |      |   | Option   |   |   | Life      |   |
| Ranges of Option      Prices         |   | Shares |      |   | Price    |   |   | (Years)   |   |
|                                 |   |   |      |   |     |   |   |      |   |
| $0.00 – $1.00:            |   |   |      |   |     |   |   |      |   |
| Options      outstanding   |   |   | 76,388    |   |     | $      | 1.000  |      |   |   | 2.4 |   |
| Options      exercisable        |   |   | 16,028    |   |     |   | 1.000  |      |   |   |   |   |
| $1.01 – $5.00:            |   |   |      |   |     |   |   |      |   |   |   |   |
| Options      outstanding             |   |   | 375,833   |   |     | $      | 3.758  |      |   |   | 1.3 |   |
| Options      exercisable             |   |   | 375,833   |   |     |   | 3.758  |      |   |   |   |   |
| $5.01 –$10.00:            |   |   |      |   |     |   |   |      |   |   |   |   |
| Options      outstanding        |   |   | 1,381,091 |   |     | $      | 6.580  |      |   |   | 2.7 |   |
| Options      exercisable             |   |   | 1,381,091 |   |     |   | 6.580  |      |   |   |   |   |
| $10.01 –$13.84:           |   |   |      |   |     |   |   |      |   |   |   |   |
| Options      outstanding             |   |   | 61,562    |   |     | $      | 11.391 |      |   |   | 8.4 |   |
| Options      exercisable             |   |   | 61,562    |   |     |   | 11.391 |      |   |   |   |   |

| (In      thousands)                                                                           |   | 2008   |   |   | 2007   |   |
|-----------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|
|                                                                                          |   |   |   |   |   |   |
| Aggregate      intrinsic value of options outstanding at year-end(1)                          |   | $      | 1,777  |   |   | $      | 16,473 |   |
| Aggregate      intrinsic value of options exercisable at year-end(1)                          |   |   | 1,422  |   |   |   | 15,501 |   |
| Aggregate      market value of unvested stock awards at year-end                              |   |   | 16,711 |   |   |   | 37,418 |   |
|                                                                                          |   |   |   |   |   |   |   |   |
| Aggregate      intrinsic value of options exercised during the year(2)                        |   |   | 1,014  |   |   |   | 11,556 |   |
| Aggregate      market value of stock awards vested during the year                            |   |   | 6,755  |   |   |   | 8,180 |   |
| ____________________                                                                          |   |   |   |   |   |   |   |   |
| (1)  Aggregate market      value at year-end less aggregate exercise price.              |   |
|                                                                                          |   |
| (2)  Aggregate market      value on date of exercise less aggregate exercise      price. |   |

----

Table of Contents

|                                           |   | 2008   |    |   | 2007   |   |   | 2006   |   |
|------------------------------------------------|--------|--------|---------|--------|--------|--------|--------|--------|--------|
|                                           |   |   |    |   |   |   |   |   |   |
| Option      price equal to market price   |   | $      | – |   |   | $      | 5.41   |   |   | $ | 2.44 |   |
| Option      price less than market price  |   |   | 11.95   |   |   |   | 13.06  |   |   |   | 8.67 |   |

----

Table of Contents

----

Table of Contents

----

Table of Contents

|                                          |   | Costsfor           |    |   |        |   |    |               |   |
|-----------------------------------------------|--------|--------------------|---------|--------|-------------|--------|---------|--------------------|--------|
|                                          |   | Quarter      Ended |    |   |        |   |    | Accrued as      of |   |
|                                          |   | February    2,     |    |   | Payments/   |   |    | February    2,     |   |
| (In      thousands)                           |   | 2008               |    |   | Settlements |   |    | 2008               |   |
|                                          |   |               |    |   |        |   |    |               |   |
| Fiscal    2008                                |   |               |    |   |        |   |    |               |   |
| Severance,      retention, and related costs  |   | $                  | 2,792   |   |        | $      | (104    | )                  |   | $ | 2,688 |   |
| Store      lease termination costs       |   |               | – |   |        |   | – |               |   |   | – |   |
| Relocation      and other closing costs  |   |               | 241     |   |        |   | (241    | )                  |   |   | 0 |   |
| Total                                    |   | $                  | 3,033   |   |        | $      | (345    | )                  |   | $ | 2,688 |   |

----

Table of Contents

| (In      thousands)                                                                                                                                                                                            |   | 2008   |    |   | 2007   |   |    | 2006   |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
|                                                                                                                                                                                                           |   |   |    |   |   |   |    |   |   |
| Basic      weighted average common shares outstanding                                                                                                                                                          |   |   | 121,160 |   |   |   | 122,388 |   |   |   | 119,831 |   |
| Dilutive      effect of assumed conversion of 4.75% Senior Convertible Notes(1)(2)                                                                                                                        |   |   | 0       |   |   |   | 15,182  |   |   |   | 15,182 |   |
| Dilutive      effect of stock options and awards(2)                                                                                                                                                            |   |   | 0       |   |   |   | 2,193   |   |   |   | 2,051 |   |
| Diluted      weighted average common shares and equivalents outstanding                                                                                                                                        |   |   | 121,160 |   |   |   | 139,763 |   |   |   | 137,064 |   |
|                                                                                                                                                                                                           |   |   |    |   |   |   |    |   |   |   |   |   |
| Net      income/(loss)                                                                                                                                                                                         |   | $      | (83,413 | )      |   | $      | 108,923 |   |   | $ | 99,391 |   |
| Decrease      in interest expense from assumed conversion                                                                                                                                                      |   |   |    |   |   |   |    |   |   |   |   |   |
| of 4.75% Senior Convertible      Notes, net of income taxes(1)(2)                                                                                                                                              |   |   | 0       |   |   |   | 4,514   |   |   |   | 4,514 |   |
| Net      income/(loss) used to determine diluted earnings per share                                                                                                                                            |   | $      | (83,413 | )      |   | $      | 113,437 |   |   | $ | 103,905 |   |
| ____________________                                                                                                                                                                                           |   |
| (1)  The 4.75% Senior      Convertible Notes were converted or redeemed on June 4, 2007 (see “NOTE 8. LONG-TERM DEBT”      above).                                                            |   |
|                                                                                                                                                                                                           |   |
| (2)  The 4.75% Senior      Convertible Notes, stock options, and awards are excluded from the      computation of diluted net loss per share for 2008 as their effect would      have been anti-dilutive. |   |

|                                           |   | 2008   |   |   | 2007   |   |   | 2006   |   |
|------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                           |   |   |   |   |   |   |   |   |   |
| Number      of shares (thousands)    |   |   | 77     |   |   |   | 1      |   |   |   | 0 |   |
| Weighted      average exercise price per share |   | $      | 9.27   |   |   | $      | 13.84  |   |   | $ | 0.00 |   |

----

Table of Contents

----

Table of Contents

| (In      thousands)                               |   | 2008   |   |   | 2007   |   |   | 2006   |   |
|---------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                              |   |   |   |   |   |   |   |   |   |
| Additions      to the I/O strip              |   | $      | 38,024 |   |   | $      | 25,425 |   |   | $ | 24,861 |   |
| Amortization      and valuation adjustments  |   |   | 30,643 |   |   |   | 24,608 |   |   |   | 20,190 |   |
| Value      of the I/O strip at end of year   |   |   | 23,259 |   |   |   | 15,878 |   |   |   | 15,061 |   |

| (In      thousands)                                        |   | 2008   |   |   | 2007   |   |   | 2006   |   |
|------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                       |   |   |   |   |   |   |   |   |   |
| Additions      to the servicing liability             |   | $      | 4,659  |   |   | $      | 2,972  |   |   | $ | 3,661 |   |
| Amortization      of the servicing liability          |   |   | 3,724  |   |   |   | 3,166  |   |   |   | 3,768 |   |
| Value      of the servicing liability at end of year  |   |   | 3,038  |   |   |   | 2,103  |   |   |   | 2,297 |   |

| (In      thousands)                                                 |   | 2008   |    |   | 2007   |   |    | 2006   |   |
|---------------------------------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
|                                                                |   |   |    |   |   |   |    |   |   |
| Proceeds      from sales of new receivables to QSPE                 |   | $      | 939,888 |   |   | $      | 619,597 |   |   | $ | 638,624 |   |
| Collections      reinvested in revolving-period securitizations     |   |   | 804,866 |   |   |   | 701,859 |   |   |   | 616,336 |   |
| Cash      flows received on retained interests                      |   |   | 84,085  |   |   |   | 73,899  |   |   |   | 63,586 |   |
| Servicing      fees received                                   |   |   | 8,211   |   |   |   | 6,981   |   |   |   | 6,510 |   |
| Net      credit losses                                              |   |   | 26,838  |   |   |   | 16,822  |   |   |   | 21,229 |   |
| Investor      certificates outstanding at end of year          |   |   | 628,085 |   |   |   | 358,100 |   |   |   | 354,040 |   |
| Credit      card balances 90 or more days delinquent at end of year |   |   | 22,240  |   |   |   | 9,904   |   |   |   | 9,037 |   |

----

Table of Contents

----

Table of Contents

| (In      thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | 2008   |    |   | 2007   |   |    | 2006   |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |    |   |   |   |    |   |   |
| Net      funding received from sales of LANE BRYANT receivables                                                                                                                                                                                                                                                                                                                                                                                                                         |   | $      | 256,889 |   |   | $      | 350,270 |   |   | $ | 332,885 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |    |   |   |   |    |   |   |   |   |   |
| Net      LANE BRYANT accounts receivable balance held by third Party at end      of year(1)                                                                                                                                                                                                                                                                                                                                                                                             |   |   | 0       |   |   |   | 233,793 |   |   |   | 209,368 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |    |   |   |   |    |   |   |   |   |   |
| (1)  The LANE BRYANT net      accounts receivable balances include amounts allocated to the use of the      LANE BRYANT credit card at our LANE BRYANT stores and amounts allocated to      the use of the LANE BRYANT credit card through a third-party catalog      program. Our purchase of the LANE BRYANT credit card receivables      applied only to the receivables associated with accounts whose primary use      of the credit card was at our LANE BRYANT stores. |   |

----

Table of Contents

|                                        | February    2,          | February    3,       |
|---------------------------------------------|-------------------------|----------------------|
|                                        | 2008                    | 2007                 |
|                                        |                    |                 |
| Payment      rate                           | 12.7      – 16.4% | 12.1      - 17.6%    |
| Residual      cash flows discount rate      | 15.5      – 16.5% | 15.5      - 16.5%    |
| Net      credit loss percentage             | 4.75      - 13.45%      | 6.0      - 11.0%     |
| Average      life of receivables sold  | 0.5      - 0.7 years    | 0.5      - 0.7 years |

| (In      thousands)                    |   | 10%    Change |   |   | 20%    Change |   |
|----------------------------------------|--------|---------------|--------|--------|---------------|--------|
|                                   |   |          |   |   |          |   |
| Payment      rate                      |   | $             | 1,690  |   |          | $      | 3,273 |   |
| Residual      cash flows discount rate |   |          | 82     |   |          |   | 163 |   |
| Credit      loss percentage            |   |          | 1,689  |   |          |   | 3,355 |   |

----

Table of Contents

----

Table of Contents

| (In      thousands)  |   | 2008   |    |   | 2007   |   |    | 2006   |   |
|----------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
|                 |   |   |    |   |   |   |    |   |   |
| Minimum      rent    |   | $      | 243,119 |   |   | $      | 236,839 |   |   | $ | 207,534 |   |
| Contingent      rent |   |   | 41,122  |   |   |   | 39,364  |   |   |   | 34,785 |   |
|                 |   | $      | 284,241 |   |   | $      | 276,203 |   |   | $ | 242,319 |   |

----

Table of Contents

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                  |   | Retail    |      |   | Direct-to-  |   |    | Corporate |   |   |         |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|-----------|--------|-------------|--------|---------|-----------|--------|--------|--------------|--------|
| (In      thousands)                                                                                                                                                                                                                                                                                                                                   |   | Stores(1) |      |   | Consumer(2) |   |    | andOther  |   |   | Consolidated |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |      |      |   |        |   |    |      |   |   |         |   |
| Fiscal    2008                                                                                                                                                                                                                                                                                                                                        |   |      |      |   |        |   |    |      |   |   |         |   |
| Net      sales                                                                                                                                                                                                                                                                                                                                        |   | $         | 2,599,283 |   |        | $      | 408,084 |      |   | $      | 2,586        |   |   | $ | 3,009,953 |   |
| Depreciation      and amortization                                                                                                                                                                                                                                                                                                                    |   |      | 59,440    |   |        |   | 823     |      |   |   | 36,986       |   |   |   | 97,249 |   |
| Income      before interest and taxes                                                                                                                                                                                                                                                                                                                 |   |      | 176,875   |   |        |   | (2,411  | )         |   |   | (244,620     | )(3)   |   |   | (70,156 | ) |
| Interest      expense                                                                                                                                                                                                                                                                                                                                 |   |      |      |   |        |   |    |      |   |   | (10,552      | )      |   |   | (10,552 | ) |
| Income      tax provision                                                                                                                                                                                                                                                                                                                             |   |      |      |   |        |   |    |      |   |   | (3,617       | )      |   |   | (3,617 | ) |
| Extraordinary      item, net of income taxes                                                                                                                                                                                                                                                                                                          |   |      |      |   |        |   |    |      |   |   | 912          |   |   |   | 912 |   |
| Net      income/(loss)                                                                                                                                                                                                                                                                                                                                |   |      | 176,875   |   |        |   | (2,411  | )         |   |   | (257,877     | )      |   |   | (83,413 | ) |
| Capital      expenditures                                                                                                                                                                                                                                                                                                                             |   |      | 109,510   |   |        |   | 3,387   |      |   |   | 24,812       |   |   |   | 137,709 |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| As of February 2,      2008                                                                                                                                                                                                                                                                                                                           |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Total      assets                                                                                                                                                                                                                                                                                                                                     |   | $         | 887,862   |   |        | $      | 226,204 |      |   | $      | 499,238      |   |   | $ | 1,613,304 |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Fiscal 2007 (53      weeks)                                                                                                                                                                                                                                                                                                                           |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Net      sales                                                                                                                                                                                                                                                                                                                                   |   | $         | 2,636,409 |   |        | $      | 427,760 |      |   | $      | 3,348        |   |   | $ | 3,067,517 |   |
| Depreciation      and amortization                                                                                                                                                                                                                                                                                                                    |   |      | 54,289    |   |        |   | 797     |      |   |   | 36,158       |   |   |   | 91,244 |   |
| Income      before interest and taxes                                                                                                                                                                                                                                                                                                            |   |      | 253,594   |   |        |   | 26,164  |      |   |   | (98,889      | )      |   |   | 180,869 |   |
| Interest      expense                                                                                                                                                                                                                                                                                                                                 |   |      |      |   |        |   |    |      |   |   | (14,746      | )      |   |   | (14,746 | ) |
| Income      tax provision                                                                                                                                                                                                                                                                                                                             |   |      |      |   |        |   |    |      |   |   | (57,200      | )      |   |   | (57,200 | ) |
| Net      income                                                                                                                                                                                                                                                                                                                                       |   |      | 253,594   |   |        |   | 26,164  |      |   |   | (170,835     | )      |   |   | 108,923 |   |
| Capital      expenditures                                                                                                                                                                                                                                                                                                                             |   |      | 100,930   |   |        |   | 5,969   |      |   |   | 26,257       |   |   |   | 133,156 |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| As of February 3,      2007                                                                                                                                                                                                                                                                                                                           |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Total      assets                                                                                                                                                                                                                                                                                                                                     |   | $         | 869,776   |   |        | $      | 346,741 |      |   | $      | 489,206      |   |   | $ | 1,705,723 |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Fiscal    2006                                                                                                                                                                                                                                                                                                                                        |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Net      sales                                                                                                                                                                                                                                                                                                                                        |   | $         | 2,452,657 |   |        | $      | 298,888 |      |   | $      | 4,180        |   |   | $ | 2,755,725 |   |
| Depreciation      and amortization                                                                                                                                                                                                                                                                                                                    |   |      | 44,031    |   |        |   | 1,235   |      |   |   | 39,031       |   |   |   | 84,297 |   |
| Income      before interest and taxes                                                                                                                                                                                                                                                                                                                 |   |      | 237,462   |   |        |   | 19,918  |      |   |   | (87,068      | )      |   |   | 170,312 |   |
| Interest      expense                                                                                                                                                                                                                                                                                                                                 |   |      |      |   |        |   |    |      |   |   | (17,911      | )      |   |   | (17,911 | ) |
| Income      tax provision                                                                                                                                                                                                                                                                                                                             |   |      |      |   |        |   |    |      |   |   | (53,010      | )      |   |   | (53,010 | ) |
| Net      income                                                                                                                                                                                                                                                                                                                                       |   |      | 237,462   |   |        |   | 19,918  |      |   |   | (157,989     | )      |   |   | 99,391 |   |
| Capital      expenditures                                                                                                                                                                                                                                                                                                                             |   |      | 74,598    |   |        |   | 2,394   |      |   |   | 26,843       |   |   |   | 103,835 |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| As of January 28,      2006                                                                                                                                                                                                                                                                                                                           |   |      |      |   |        |   |    |      |   |   |         |   |   |   |   |   |
| Total      assets                                                                                                                                                                                                                                                                                                                                     |   | $         | 745,751   |   |        | $      | 345,357 |      |   | $      | 481,475      |   |   | $ | 1,572,583 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                  |   |
| (1)  Fiscal 2008 and      Fiscal 2007 include LANE BRYANT OUTLET and PETITE SOPHISTICATE OUTLET      stores.                                                                                                                                                                                                                                     |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |
| (2)  From date of      acquisition of Crosstown Traders, Inc. on June 2, 2005. Fiscal 2008      includes LANE BRYANT WOMAN catalog.                                                                                                                                                                                                         |   |
|                                                                                                                                                                                                                                                                                                                                                  |   |
| (3)  Includes $98,219 of      impairment of goodwill and trademarks related to the Direct-to-Consumer      segment and $14,357 of restructuring charges related to the Retail Stores      segment (see “NOTE      13. IMPAIRMENT OF GOODWILL AND TRADEMARKS” and “NOTE 14. RESTRUCTURING      CHARGES” above). |   |

----

Table of Contents

|                                                                                                                                                |   | February 2,      2008 |    |   | February 3,      2007 |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------|---------|--------|-----------------------|--------|
|                                                                                                                                                |   | Carrying              |    |   | Fair                  |   |   | Carrying |   |   | Fair |   |
| (In      thousands)                                                                                                                                 |   | Amount                |    |   | Value                 |   |   | Amount |   |   | Value |   |
|                                                                                                                                                |   |                  |    |   |                  |   |   |   |   |   |   |   |
| Assets:                                                                                                                                             |   |                  |    |   |                  |   |   |   |   |   |   |   |
| Cash      and cash equivalents                                                                                                                      |   | $                     | 61,842  |   |                  | $      | 61,842 |   |   | $ | 143,838 |   |   | $ | 143,838 |   |
| Available-for-sale      securities                                                                                                                  |   |                  | 13,364  |   |                  |   | 13,364 |   |   |   | 1,997 |   |   |   | 1,997 |   |
| Investment      in asset-backed securities                                                                                                          |   |                  | 115,912 |   |                  |   | 115,912 |   |   |   | 60,643 |   |   |   | 60,643 |   |
|                                                                                                                                                |   |                  |    |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| Liabilities:                                                                                                                                        |   |                  |    |   |                  |   |   |   |   |   |   |   |   |   |   |   |
| 1.125%      Senior Convertible Notes due 2014                                                                                                       |   |                  | 275,000 |   |                  |   | 196,676 |   |   |   | 0 |   |   |   | 0 |   |
| 4.75%      Senior Convertible Notes due 2012(1)                                                                                                     |   |                  | 0       |   |                  |   | 0 |   |   |   | 149,999 |   |   |   | 205,686 |   |
| 6.07%      mortgage note, due October 2014                                                                                                          |   |                  | 11,078  |   |                  |   | 11,626 |   |   |   | 11,696 |   |   |   | 11,410 |   |
| 6.53%      mortgage note, due November 2012                                                                                                         |   |                  | 6,650   |   |                  |   | 6,863 |   |   |   | 8,050 |   |   |   | 7,939 |   |
| 7.77%      mortgage note, due December 2011                                                                                                         |   |                  | 7,897   |   |                  |   | 8,585 |   |   |   | 8,496 |   |   |   | 8,675 |   |
| Other      long-term debt                                                                                                                           |   |                  | 673     |   |                  |   | 651 |   |   |   | 917 |   |   |   | 854 |   |
| ____________________                                                                                                                                |   |
| (1)  The 4.75% Senior      Convertible Notes were converted or redeemed on June 4, 2007 (see “NOTE 8. LONG-TERM DEBT”      above). |   |

----

Table of Contents

|                                                                                                                                                                                                                                                                                                                                                                                                                 |   | First   |    |   | Second  |   |    | Third   |   |   | Fourth  |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|---------|--------|---------|--------|---------|---------|--------|--------|---------|--------|
| (In thousands, except per share      amounts)                                                                                                                                                                                                                                                                                                                                                                        |   | Quarter |    |   | Quarter |   |    | Quarter |   |   | Quarter |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |    |   |    |   |    |    |   |   |    |   |
| Fiscal 2008(1)                                                                                                                                                                                                                                                                                                                                                                                                       |   |    |    |   |    |   |    |    |   |   |    |   |
| Net      sales                                                                                                                                                                                                                                                                                                                                                                                                  |   | $       | 784,712 |   |    | $      | 770,925 |    |   | $      | 669,389 |   |   | $ | 784,927 |   |
| Gross      profit                                                                                                                                                                                                                                                                                                                                                                                               |   |    | 238,515 |   |    |   | 219,593 |    |   |   | 182,870 |   |   |   | 170,110 |   |
| Income/(loss)      before extraordinary item                                                                                                                                                                                                                                                                                                                                                                         |   |    | 26,298  |   |    |   | 18,279  |    |   |   | (3,568  | )(2)   |   |   | (125,334 | )(3) |
| Net      income/(loss)                                                                                                                                                                                                                                                                                                                                                                                          |   |    | 26,298  |   |    |   | 18,279  |    |   |   | (3,568  | )      |   |   | (124,422 | )(3) |
| Basic      net income/(loss) per share:                                                                                                                                                                                                                                                                                                                                                                              |   |    |    |   |    |   |    |    |   |   |    |   |   |   |   |   |
| Before extraordinary      item                                                                                                                                                                                                                                                                                                                                                                                       |   | $       | .21     |   |    | $      | .15     |    |   | $      | (.03    | )      |   | $ | (1.08 | )(3) |
| Net income/(loss)                                                                                                                                                                                                                                                                                                                                                                                                    |   |    | .21     |   |    |   | .15     |    |   |   | (.03    | )      |   |   | (1.07 | )(3) |
| Diluted      net income/(loss) per share:                                                                                                                                                                                                                                                                                                                                                                            |   |    |    |   |    |   |    |    |   |   |    |   |   |   |   |   |
| Before extraordinary      item                                                                                                                                                                                                                                                                                                                                                                                       |   |    | .20     |   |    |   | .14     |    |   |   | (.03    | )      |   |   | (1.08 | )(3) |
| Net      income/(loss)                                                                                                                                                                                                                                                                                                                                                                                          |   |    | .20     |   |    |   | .14     |    |   |   | (.03    | )      |   |   | (1.07 | )(3) |
|                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |    |   |    |   |    |    |   |   |    |   |   |   |   |   |
| Fiscal 2007(1)                                                                                                                                                                                                                                                                                                                                                                                                       |   |    |    |   |    |   |    |    |   |   |    |   |   |   |   |   |
| Net      sales                                                                                                                                                                                                                                                                                                                                                                                                       |   | $       | 734,922 |   |    | $      | 763,353 |    |   | $      | 695,278 |   |   | $ | 873,964 |   |
| Gross      profit                                                                                                                                                                                                                                                                                                                                                                                                    |   |    | 233,850 |   |    |   | 228,753 |    |   |   | 214,460 |   |   |   | 248,570 |   |
| Net      income                                                                                                                                                                                                                                                                                                                                                                                                      |   |    | 32,061  |   |    |   | 32,563  |    |   |   | 19,357  |   |   |   | 24,942 |   |
| Basic      net income per share                                                                                                                                                                                                                                                                                                                                                                                      |   | $       | .26     |   |    | $      | .27     |    |   | $      | .16     |   |   | $ | .20 |   |
| Diluted      net income per      share                                                              |   |    | .24     |   |    |   | .24     |    |   |   | .15     |   |   |   | .19 |   |
| ____________________                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| (1)  Fiscal 2008 is a      52-week fiscal year consisting of three 12-week quarters and a fourth      quarter of 16 weeks. Fiscal 2007 is a 53-week fiscal year consisting      of three 12-week quarters and a fourth quarter of 17      weeks.                                                                                                                                                           |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| (2)  Includes gain of      $6,830 from the purchase and subsequent securitization of the LANE BRYANT      credit card portfolio (see “NOTE 17. ASSET      SECURITIZATION”      above).                                                                                                                                                                                                         |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| (3)  Includes impairment      of goodwill and trademarks of $98,219 ($93,913 after tax or $(.78) per      diluted share) and restructuring charges of $14,357 ($8,901 after tax or      $(.07) per diluted share) (see “NOTE 13. IMPAIRMENT OF      GOODWILL AND TRADEMARKS” and “NOTE 14. RESTRUCTURING      CHARGES”      above).                                           |   |

----

Table of Contents

Item9.  Changes In and Disagreements With Accountants on Accounting andFinancial Disclosure

Item9A.  Controls and Procedures

----

Table of Contents

PARTIII

Item10.  Directors, Executive Officers, and CorporateGovernance

Item11.  Executive Compensation

Item12.  Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters

----

Table of Contents

Item13.  Certain Relationships and Related Transactions, and DirectorIndependence

Item14.  Principal Accountant Fees and Services

----

Table of Contents

PARTIV

Item15.  Exhibits and Financial StatementSchedules

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Page   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| Management’s Report on Internal Control over Financial      Reporting                                                                                                                                         | 64     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| Report of Independent Registered Public      Accounting Firm on Internal Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| Over Financial      Reporting                                                                                                                                                                                       | 65-66  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| Report of Independent Registered Public Accounting      Firm                                                                                                                                                        | 67     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| Consolidated Balance Sheets – February 2, 2008      and February 3, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 68     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| Consolidated Statements of Operations and Comprehensive      Income –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| Years Ended February 2, 2008, February 3, 2007, and      January 28, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 69     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| Consolidated Statements of Stockholders’      Equity – Years Ended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| February 2, 2008, February 3, 2007, and January      28,      2006                                                                                                                                                  | 70     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| Consolidated Statements of Cash Flows – Years      Ended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| February 2, 2008, February 3, 2007, and January 28,      2006                                                                                                                                                       | 71     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| Notes to Consolidated Financial      Statements                                                                                                                                                                     | 73     |

----

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-K of the      Registrant for the fiscal year ended January 29, 1994.  (File      No. 000-07258, Exhibit 3.1).                                                              |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                               |
| 3.2    | Amended      Article 5, Subsection (d) to the Articles of Incorporation of Charming      Shoppes, Inc., incorporated by reference to Form 8-K of the Registrant      dated September 25, 2007, filed on September 26, 2007 (File No. 000-07258,      Exhibit 3.1). |
|   |                                                                                                                                                                                                                                                               |
| 3.3    | By-Laws,      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 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).                                                          |
|   |                                                                                                                                                                                                                                                                                                                                              |

----

Table of Contents

| 4.3    | Indenture,      dated as of May 28, 2002, between Charming Shoppes, Inc. and Wachovia      Bank, National Association, incorporated by reference to Form 10-Q of the      Registrant for the quarter ended May 4, 2002.  (File No.      000-07258, Exhibit 4.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4    | Registration      Rights Agreement, dated as of May 28, 2002, by and among Charming Shoppes,      Inc., as Issuer, and J. P. Morgan Securities, Inc., Bear Stearns &      Co., Inc., First Union Securities, Inc., Lazard Freres & Co., LLC, and      McDonald Investments, Inc., as Initial Purchasers, incorporated by      reference to Form 10-Q of the Registrant for the quarter ended May 4,      2002.  (File No. 000-07258, Exhibit 4.2).                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.5    | 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).                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.6    | 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). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.7    | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.8    | Form      of 1.125% Senior Convertible Note due 2012 (included in Exhibit      4.7).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

| 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). |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

Table of Contents

| 10.1.2 | 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).                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.3 | 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).                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.4 | 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).                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.5 | 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). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.6 | 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).                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.7 | 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).                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.8 | 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).                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

----

Table of Contents

| 10.1.9  | 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).                                                                                                          |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.10 | 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).                                                                                                                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.11 | 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).                                                                                                                                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.12 | 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).                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.13 | 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).                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.14 | 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, Exhibit10.1(a)).                                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.15 | 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).                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.16 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.17 | 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).                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

Table of Contents

| 10.1.18 | 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).                                                                                                                                                                                                                                                                                   |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.19 | 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).                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.20 | $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).                                                                                                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.21 | 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).                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.22 | 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).                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.23 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.24 | 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).                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

Table of Contents

| 10.1.25 | 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).                                                                                                                              |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.26 | 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).                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.27 | 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).                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.28 | $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).                                                                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.29 | 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).                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.30 | 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).                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.31 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.32 | 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).                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.33 | 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).                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

----

Table of Contents

| 10.1.34 | 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).                                                                                           |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.35 | 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).                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.36 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.37 | 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).                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.38 | 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).                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.39 | 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).                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.40 | 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).                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.41 | 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).                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.42 | 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).                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1.43 | 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).                                                                                                                  |

----

Table of Contents

| 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  | 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).                                     |
|    |                                                                                                                                                                                                                                                                                                |
| 10.2.8  | 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).                                 |
|    |                                                                                                                                                                                                                                                                                                |
| 10.2.9  | 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).                        |
|    |                                                                                                                                                                                                                                                                                                |
| 10.2.10 | 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).              |
|    |                                                                                                                                                                                                                                                                                                |
| 10.2.11 | 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).                                                |
|    |                                                                                                                                                                                                                                                                                                |

----

Table of Contents

| 10.2.12 | 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).                         |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.13 | 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).                                |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.14 | 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).                            |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.15 | 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).                                   |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.16 | 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).                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.17 | 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).                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.18 | 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).                                                              |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.19 | 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).                                                            |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.20 | 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).     |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.21 | 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). |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.22 | 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).                                 |
|    |                                                                                                                                                                                                                                                                                                                               |

----

Table of Contents

| 10.2.23 | 2004      Stock Award and Incentive Plan, incorporated by reference to Appendix B of      the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities      Exchange Act of 1934, filed on May 19, 2004 (File No.      000-07258).                                                                                                                                                                                          |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.24 | 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).                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.25 | 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)                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.26 | 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)                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.27 | 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)                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.28 | 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).                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.29 | 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).                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.30 | 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).                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.31 | 2003      Incentive Compensation Plan, incorporated by reference to Appendix C of      the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities      Exchange Act of 1934, filed on May 22, 2003 (File No.      000-07258).                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.32 | 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).                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.33 | 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). |

----

Table of Contents

|    |                                                                                                                                                                                                                                                                                                                                                   |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.2.34 | 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).                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.35 | 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).                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.36 | 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).                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.37 | 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).                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.38 | 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)                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.39 | 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)                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.40 | 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).               |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.41 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.42 | 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)                               |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.43 | 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)                              |
|    |                                                                                                                                                                                                                                                                                                                                                   |
| 10.2.44 | 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)                          |
|    |                                                                                                                                                                                                                                                                                                                                                   |

----

Table of Contents

| 10.2.45 | 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)                                                                                                                                                                     |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.46 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.47 | 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).                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.48 | 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.                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.49 | 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).                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.50 | 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).                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.51 | 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).                                                                                                                                                    |

| 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. |

----

Table of Contents

SIGNATURES

|                                | CHARMING SHOPPES,      INC.                |
|-------------------------------------|--------------------------------------------|
|                                | (Registrant)                               |
|                                |                                       |
|                                |                                       |
| Date:  April      1, 2008 | /S/ DORRIT J.      BERN                    |
|                                | Dorrit      J. Bern                        |
|                                | Chairman      of the Board                 |
|                                | President      and Chief Executive Officer |

|                                       |                          |
|--------------------------------------------|-------------------------------|
| /S/ DORRIT J.      BERN                    | /S/ ERIC M.      SPECTER      |
| Dorrit      J. Bern                        | Eric      M. Specter          |
| Chairman      of the Board                 | Executive      Vice President |
| President      and Chief Executive Officer | Chief      Financial Officer  |
| April      1, 2008                         | April      1, 2008            |
|                                       |                          |
|                                       |                          |
| /S/ JOHN J.      SULLIVAN                  | /S/ WILLIAM O.      ALBERTINI |
| John      J. Sullivan                      | William      O. Albertini     |
| Vice      President, Corporate Controller  | Director                      |
| Chief      Accounting Officer              | April      1, 2008            |
| April      1, 2008                         |                          |
|                                       |                          |
|                                       |                          |
| /S/ YVONNE M.      CURL                    | /S/ CHARLES T.      HOPKINS   |
| Yvonne      M. Curl                        | Charles      T. Hopkins       |
| Director                                   | Director                      |
| April      1, 2008                         | April      1, 2008            |
|                                       |                          |
|                                       |                          |
| /S/ KATHERINE M.      HUDSON               | /S/ PAMELA      DAVIES        |
| Katherine      M. Hudson                   | Pamela      Davies            |
| Director                                   | Director                      |
| April      1, 2008                         | April      1, 2008            |
|                                       |                          |
|                                       |                          |
| /S/ JEANNINE      STRANDJORD               | /S/ ALAN      ROSSKAMM        |
| Jeannine      Strandjord                   | Alan      Rosskamm            |
| Director                                   | Director                      |
| April      1, 2008                         | April      1, 2008            |

----

Table of Contents

ExhibitIndex

| 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-K of the      Registrant for the fiscal year ended January 29, 1994.  (File      No. 000-07258, Exhibit 3.1).                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| 3.2    | Amended      Article 5, Subsection (d) to the Articles of Incorporation of Charming      Shoppes, Inc., incorporated by reference to Form 8-K of the Registrant      dated September 25, 2007, filed on September 26, 2007 (File No. 000-07258,      Exhibit 3.1).                                                                                                                                                                                                                         |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| 3.3    | By-Laws,      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 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    | Indenture,      dated as of May 28, 2002, between Charming Shoppes, Inc. and Wachovia      Bank, National Association, incorporated by reference to Form 10-Q of the      Registrant for the quarter ended May 4, 2002.  (File No.      000-07258, Exhibit 4.1).                                                                                                                                                                                                                 |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.4    | Registration      Rights Agreement, dated as of May 28, 2002, by and among Charming Shoppes,      Inc., as Issuer, and J. P. Morgan Securities, Inc., Bear Stearns &      Co., Inc., First Union Securities, Inc., Lazard Freres & Co., LLC, and      McDonald Investments, Inc., as Initial Purchasers, incorporated by      reference to Form 10-Q of the Registrant for the quarter ended May 4,      2002.  (File No. 000-07258, Exhibit 4.2).                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

----

Table of Contents

| 4.5    | 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).                                            |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.6    | 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). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.7    | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.8    | Form      of 1.125% Senior Convertible Note due 2012 (included in Exhibit      4.7).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| 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 | 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).                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| 10.1.3 | 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).                                                                                                                                                                                                     |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| 10.1.4 | 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).                                                                                                                                                                                                                 |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |

----

Table of Contents

| 10.1.5  | 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). |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.6  | 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).                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.7  | 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).                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.8  | 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).                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.9  | 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).                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.10 | 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).                                                                                                                                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.11 | 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).                                                                                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1.12 | 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).                                                                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

----

Table of Contents

| 10.1.13 | 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).                                                                                                                                                                                                                                |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.14 | 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, Exhibit10.1(a)).                                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.15 | 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).                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.16 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.17 | 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).                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.18 | 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).                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.19 | 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).                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.20 | $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).                                                                                                                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.21 | 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).                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

Table of Contents

| 10.1.22 | 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).                                                                                                                                                                                                 |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.23 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.24 | 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).                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.25 | 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).                                                                                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.26 | 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).                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.27 | 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).                                                                                                                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.28 | $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).                                                                                                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1.29 | 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).                                                                                                                                                                                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

Table of Contents

| 10.1.30 | 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).                                                                                                        |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.31 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.32 | 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).                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.33 | 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).                                                                                                                                          |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.34 | 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).                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.35 | 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).                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.36 | 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).                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.37 | 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).                                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.38 | 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).                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1.39 | 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).                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

----

Table of Contents

| 10.1.40 | 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). |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                 |
| 10.1.41 | 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).                          |
|    |                                                                                                                                                                                                                                                                                                                 |
| 10.1.42 | 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).   |
|    |                                                                                                                                                                                                                                                                                                                 |
| 10.1.43 | 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).         |
|    |                                                                                                                                                                                                                                                                                                                 |
| 10.2.1  | 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  | 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).                                                      |
|    |                                                                                                                                                                                                                                                                                                                 |

----

Table of Contents

| 10.2.8  | 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).                                        |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.9  | 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).                               |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.10 | 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).                     |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.11 | 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).                                                       |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.12 | 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). |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.13 | 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).        |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.14 | 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).    |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.15 | 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).           |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.16 | 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).                                                            |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.17 | 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).                                                          |
|    |                                                                                                                                                                                                                                                                                                       |
| 10.2.18 | 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).                                      |
|    |                                                                                                                                                                                                                                                                                                       |

----

Table of Contents

| 10.2.19 | 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).                                                            |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.20 | 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).     |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.21 | 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). |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.22 | 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).                                 |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.23 | 2004      Stock Award and Incentive Plan, incorporated by reference to Appendix B of      the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities      Exchange Act of 1934, filed on May 19, 2004 (File No.      000-07258).                                                                              |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.24 | 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).                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.25 | 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)                           |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.26 | 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)                                                      |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.27 | 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)                                                      |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.28 | 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).                                  |
|    |                                                                                                                                                                                                                                                                                                                               |
| 10.2.29 | 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).                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                               |

----

Table of Contents

| 10.2.30 | 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).                                                                                       |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.31 | 2003      Incentive Compensation Plan, incorporated by reference to Appendix C of      the Registrant’s Proxy Statement Pursuant to Section 14 of the Securities      Exchange Act of 1934, filed on May 22, 2003 (File No.      000-07258).                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.32 | 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).                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.33 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.34 | 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).                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.35 | 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).                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.36 | 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).                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.37 | 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).                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.38 | 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)                                                                                                                                                                   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.39 | 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)                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.40 | 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).                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           |

----

Table of Contents

| 10.2.41 | 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).                                                                                                                                       |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.42 | 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)                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.43 | 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)                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.44 | 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)                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.45 | 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)                                                                                                                                                                     |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.46 | 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). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.47 | 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).                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.48 | 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.                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.49 | 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).                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.50 | 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).                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.51 | 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).                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

----

Table of Contents

| 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. |

----

Table ofContents