Exhibit 10.2.29


    EXHIBIT
      10.2.29

     

    


     

    AMENDMENT
      2007-1

     

    CHARMING
      SHOPPES, INC.

     

    SUPPLEMENTAL
      BENEFIT TRUST AGREEMENT

     

    FOR
      THE CHARMING SHOPPES, INC. SUPPLEMENT RETIREMENT PLAN

     

    AMENDMENT
      2007-1, dated as of January 25, 2007, by Charming Shoppes, Inc. (the
“Company”).

     

    The
      Company has entered into the Charming Shoppes, Inc. Supplemental Benefit Trust
      Agreement dated as of September 17, 2003 (the “Trust Agreement”) with the Bryn
      Mawr Trust Company (the Trustee”) for the purpose of providing a funding source
      for the Charming Shoppes, Inc. Supplemental Retirement Plan (the
“Plan”).

     

    Pursuant
      to Section 12.1 of the Trust Agreement, the Company may, from time to time,
      amend or modify the provisions of the Trust Agreement.

     

    The
      Company desires to amend the Trust Agreement to change the definition of “Change
      of Control” to be consistent with the terms of the Plan and to provide for the
      investment of the assets of the trust in life insurance policies.

     

    NOW,
      THEREFORE, the Trust Agreement is amended as follows:

     

    
      	1.  	
              A
                new Section 5.1(d) shall be added to read as
                follows:

            


    

     

    (d)
      Subject to subsection (a), the Trustee may invest all or a portion of the Trust
      Fund in one or more life insurance policies or contracts. If any portion of
      the
      Trust Fund is invested in a life insurance policy or contract on the life of
      a
      Participant, the Trustee shall hold legal title to the policy or contract and
      shall serve as custodian. Prior to a Change of Control, the Company is
      specifically authorized to act as agent of the Trustee with respect to the
      administration of the insurance policies or contracts, and in that regard the
      Company may serve as signatory for the Trustee to execute insurance policy
      or
      contract applications and death claims, as well as to transfer assets between
      or
      among the separate accounts available within each insurance policy or contract,
      and shall advise the Trustee, on at least an annual basis, of all actions taken
      pursuant to this authority. Further, the Company reserves the right to designate
      the address of record for all notices involving such insurance policies or
      contracts and their administration and shall provide the Trustee, on at least
      an
      annual basis, an accounting of all actions occurring with respect to each such
      insurance policy or contract. Prior to the closing of any transaction that
      would
      result in a Change of Control, the Company shall provide the Trustee with
      written instructions pursuant to Section 7.2 hereof as to the person who will
      serve as agent for the Trustee with respect to any insurance policies or
      contracts following a Change of Control and such instructions shall not
      thereafter be amended by the Company. Following a Change of Control, the Trustee
      may substitute or replace the agent for good cause shown. The Company shall
      have
      the right at any time, and from time to time, in its sole discretion, to
      substitute cash or cash equivalents equal to the fair market value of any assets
      held by the Trust.

     

    
      	2.  	
              Section
                6.1(k) is amended in its entirety to read as
                follows:

            


    

     

    
      	 	
              (k)

            	
              To
                exercise all powers conferred on the Trustee by local law, unless
                otherwise specifically provided herein, including the right to borrow
                against an insurance policy or contract for purposes of the Plan
                or to
                distribute the proceeds to the Company subject to the provisions
                of
                Section 4.7; provided, however, that if an insurance policy or contract
                is
                held as an asset of the Trust, the Trustee shall have no power to
                name a
                beneficiary of the policy or contract other than the Trust, to assign
                the
                policy or contract (as distinct from conversion of the policy or
                contract
                to a different form) other than to a successor trustee, or to loan
                to any
                person other than the Company the proceeds of any borrowing against
                such
                policy or contract; provided, further, that the Trustee may make
                an IRC §
                1035 exchange of any such policy or contract with the consent of
                the
                insured as to insurability.

            


    

     

    
      	3.  	
              Section
                16.1 is amended by adding a sentence to follow the first sentence,
                to read
                as follows:

            


    

     

    Such
      contribution shall also include any life insurance policies or contracts
      purchased to be used to provide benefits under any of the Plans, and the Company
      shall cause the ownership of such policies or contracts to be transferred to
      the
      Trustee in its capacity as trustee under this Trust Agreement.

     

    
      	4.  	
              Section
                16.3 is amended to read as follows:

            


    

     

    16.3 “Change
      of Control” means and shall be deemed to have occurred if:

     

    
      	 	
              (a)

            	
              any
                Person, other than the Company or a Related Party, acquires directly
                or
                indirectly the Beneficial Ownership of any Voting Security and immediately
                after such acquisition such Person has, directly or indirectly, the
                Beneficial Ownership of Voting Securities representing 20 percent
                or more
                of the total voting power of all the then-outstanding Voting Securities;
                or

            


    

     

    
      	 	
              (b)

            	
              those
                individuals who as of the day after the Company’s annual shareholders
                meeting in the calendar year prior to the determination constitute
                the
                Board or who thereafter are elected to the Board and whose election,
                or
                nomination for election, to the Board was approved by a vote of at
                least
                two-thirds (2/3) of the directors then still in office who either
                were
                directors as of the day after the Company’s annual shareholders meeting in
                the calendar year prior to the determination or whose election or
                nomination for election was previously so approved, cease for any
                reason
                to constitute a majority of the members of the Board ;
                or

            


    

     

    
      	 	
              (c)

            	
              consummation
                of a merger, consolidation, recapitalization or reorganization of
                the
                Company, a reverse stock split of outstanding Voting Securities,
                or an
                acquisition of securities or assets by the Company (a “Transaction”),
                other than a Transaction which would result in the holders of Voting
                Securities having at least 80 percent of the total voting power
                represented by the Voting Securities outstanding immediately prior
                thereto
                continuing to hold Voting Securities or voting securities of the
                surviving
                entity having at least 60 percent of the total voting power represented
                by
                the Voting Securities or the voting securities of such surviving
                entity
                outstanding immediately after such transaction and in or as a result
                of
                which the voting rights of each Voting Security relative to the voting
                rights of all other Voting Securities are not altered;
                or

            


    

     

    
      	 	
              (d)

            	
              the
                complete liquidation of the Company or the sale or disposition by
                the
                Company of all or substantially all of the Company’s assets other than any
                such transaction which would result in Related Parties owning or
                acquiring
                more than 50 percent of the assets owned by the Company immediately
                prior
                to the transaction.

            


    

     

    IN
      WITNESS WHEREOF, and as evidence of the adoption of the amendment set forth
      herein, this instrument has been executed by the duly authorized officer of
      the
      Company as of this ________ day of ____________________, 2007.

    


     

                                CHARMING
      SHOPPES,
      INC.

     

                                By: 
      ______________________      

                                Eric
      M.
      Specter

                                Executive
      Vice
      President

     

     

     

     

    


     

    Accepted:

     

    By: 
      _________________________________       

    Bryn
      Mawr
      Trust Company, as Trustee