Exhibit 10.2.32


    EXHIBIT
      10.2.32

     

    


     

    AMENDMENT
      2007-1

     

    CHARMING
      SHOPPES, INC.

     

    SUPPLEMENTAL
      BENEFIT TRUST AGREEMENT

     

    FOR
      THE CHARMING SHOPPES VARIABLE

     

    DEFERRED
      COMPENSATION PLAN FOR EXECUTIVES

     

    AND

     

    THE
      CHARMING SHOPPES NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

     

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

     

    The
      Company entered into the Charming Shoppes, Inc. Supplemental Benefit Trust
      Agreement dated as of January 1, 1998 (the “Trust Agreement”) with First Union
      National Bank (now known as Wachovia) (the “Trustee”) for the purpose of
      providing a funding source for the Charming Shoppes Variable Deferred
      Compensation Plan for Executives and the Charming Shoppes Non-Employee Director
      Compensation Plan (the “Plans”); and

     

    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; and

     

    The
      Company desires to amend the Trust Agreement to change the definition of “Change
      of Control” to be consistent with the terms of the Variable Deferred
      Compensation Plan and the Charming Shoppes Non-Employee Director Compensation
      Plan.

     

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

     

    
      	1.  	
              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 Charming
      Shoppes, Inc., 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 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: 
      ________________________     

    Wachovia,
      as Trustee