Exhibit 10.2.36


    EXHIBIT
      10.2.36

    


    CHARMING
      SHOPPES, INC.

    


    Annual
      Incentive Program

    As
      Amended and Restated January 24, 2007

    


    


    1. General 

    


    This
      Annual Incentive Program, as amended and restated (the "Program"), of Charming
      Shoppes, Inc. (the "Company") authorizes the grant of Annual Incentive Awards
      under the Company's 2003 Incentive Compensation Plan (the "Plan") to executives
      and key employees and sets forth certain terms and conditions of such Awards.
      The purpose of the Program is to help the Company secure and retain executives
      and key employees of outstanding ability and to motivate such persons to help
      the Company achieve excellent performance, by providing incentives directly
      linked to measures of annual performance based on corporate consolidated
      results, divisional results, individual performance, and/or other performance
      measures, and otherwise to further the purposes of the Plan. The terms and
      conditions of the Plan are hereby incorporated by reference in this Program.
      If
      any provision of this program or an implementing document hereunder conflicts
      with a provision of the Plan, the provision of the Plan shall govern. The Annual
      Incentive Awards authorized hereunder for Covered Employees are intended to
      qualify as "performance-based" compensation under Section 162(m) of the
      Code.

    


    2. Definitions 

    


    Capitalized
      terms used in this Program but not defined herein have the same meanings as
      defined in the Plan. In addition to such terms and those terms defined in
      Section 1 above, the following are defined terms under this
      Program:

    


    (a) "Annual
      Incentive Award" or "Award" means the amount of a Participant's Annual Incentive
      Award Opportunity in respect of a specified Performance Period (typically,
      one
      fiscal year) determined by the Committee to have been earned and the
      Participant's rights to future payments of cash in settlement thereof.


    


    (b) "Annual
      Incentive Award Opportunity" or "Award Opportunity" means the Participant's
      opportunity to earn specified dollar-denominated amounts under this Plan based
      on performance during a Performance Period. An Annual Incentive Award
      Opportunity constitutes a conditional right to receive settlement of an Annual
      Incentive Award. 

    


    (c) "Participant"
      means an employee participating in this Program.

    


    (d) "Performance
      Goal" means the Company, divisional, individual, or other accomplishment
      required as a condition to the earning of an Award Opportunity. Unless otherwise
      determined by the Committee at the time Award Opportunities are authorized,
      Performance Goals shall meet the requirements of Section 6(b) of the Plan.
      

    


    (e) "Performance
      Period" means the period of one fiscal year over which an Annual Incentive
      Award
      Opportunity may be earned, provided that the Committee may specify a shorter
      duration for any Performance Period. 

    


    (f) “Retirement”
      shall mean the voluntary termination of a Participant’s employment by the
      Participant at or after the Participant has attained the age of 62 immediately
      after which the Participant is not employed by the Company or any
      Subsidiary.

    


    (g) "Termination
      of Employment" means (i) the termination of a Participant's employment by the
      Company or a Subsidiary, or (ii) the voluntary termination of a Participant’s
      employment (other than a Retirement) immediately after which the Participant
      is
      not employed by the Company or any Subsidiary. 

    


    3. Eligibility

    


    Employees
      who are eligible to participate in the Plan may be selected by the Committee
      to
      participate in this Program.

    


    4. Designation
      and Earning of Annual Incentive Award Opportunities

    


    (a) Designation
      of Award Opportunities and Performance Goals.
      The
      Committee shall select employees to participate in the Program for a Performance
      Period and designate, for each such Participant, the Award Opportunity such
      Participant may earn for such Performance Period, the nature of the Performance
      Goal the achievement of which will result in the earning of the Award
      Opportunity, and the levels of earning of the Award Opportunity corresponding
      to
      the levels of achievement of the Performance Goal. In the case of a Covered
      Employee, the Committee's determinations under this Section 4(a) shall be made
      not later than 90 days after the Performance Period begins and in no event
      after
      25% of the Performance Period has elapsed. The Award Opportunity earnable by
      each Participant shall range from 0% to a specified maximum percentage of a
      specified target Award Opportunity. The Committee shall specify a table, grid,
      or formula that sets forth the amount of a Participant's Award Opportunity
      that
      will be earned corresponding to the level of achievement of a specified
      Performance Goal. The foregoing notwithstanding, the per-person limitation
      under
      Section 5 of the Plan shall apply to each Participant's Award Opportunity.
      For
      this purpose, awards under the Plan shall be deemed to use the per-person award
      limitation thereunder in the order in which the applicable performance periods
      are scheduled to end, and for performance periods ending on the same date in
      the
      order in which the award opportunities were authorized. 

    


    (b) Determination
      of Annual Incentive Award.
      Within
      a reasonable time after the end of each Performance Period, the Committee shall
      determine the extent to which the Performance Goal for the earning of the
      Participant's Annual Incentive Award Opportunity was achieved during such
      Performance Period and the resulting Award to the Participant for such
      Performance Period. To the extent permitted under Section 6(d) of the Plan,
      the
      Committee may adjust the amount of an Award in its discretion in light of such
      considerations as the Committee may deem relevant (but subject to the applicable
      maximum Award Opportunity authorized for each Participant); provided, however,
      that, with respect to a Covered Employee, no upward adjustment may be made
      and
      such adjustments otherwise shall comply with applicable requirements of Treasury
      Regulation 1.162-27(e) under the Code. Subject to Section 6 hereof, the Annual
      Incentive Award shall be deemed earned and vested at the time the Commit-tee
      makes the determination pursuant to this Section 4(b). 

    


    5. Settlement
      of Awards.

    


    (a) Elective
      Deferral.
      A
      Participant will be permitted to elect to defer settlement of the Annual
      Incentive Award if and to the extent such Participant is selected to participate
      in the Company's Variable Deferred Compensation Plan for Executives and
      deferrals of Awards are authorized and validly deferred in accordance with
      that
      plan.

    


    (b) Settlement
      of Award.
      Any
      non-deferred Annual Incentive Award shall be paid and settled by the Company
      promptly after the date of determination by the Committee under Section 4(b)
      hereof (such scheduled payment date being the "Stated Settlement Date"). With
      respect to any deferred amount of a Participant's Annual Incentive Award, such
      amount will be credited to the Participant's deferral account under the
      Company's Variable Deferred Compensation Plan for Executives as promptly as
      practicable at or after the date of determination by the Committee under Section
      4(b) hereof.

    


    (c) Tax
      Withholding.
      The
      Company shall deduct from any payment in settlement of a Participant's Annual
      Incentive Award or other payment to the Participant any Federal, state, or
      local
      withholding or other tax or charge which the Company is then required to deduct
      under applicable law with respect to the Award. 

    


    (d) Non-Transferability.
      An
      Annual Incentive Award Opportunity, any resulting Annual Incentive Award,
      including any deferred cash amount resulting from an Annual Incentive Award,
      and
      any other right hereunder shall be non-assignable and non-transferable except
      pursuant to the laws of descent and distribution in the event of the death
      of
      the Participant (or pursuant to a beneficiary designation, if permitted by
      the
      Committee), and shall not be pledged, encumbered, or hypothecated to or in
      favor
      of any party other than the Company or a subsidiary or affiliate or subject
      to
      any lien, obligation, or liability of the Participant to any party other than
      the Company or a subsidiary or affiliate.

    


    6. Effect
      of
      Termination of Employment;
      Retirement

    


    Upon
      a
      Participant's Termination of Employment prior to completion of a Performance
      Period or, after completion of a Performance Period but prior to the Stated
      Settlement Date (i.e., the date of payment and settlement of the Participant’s
      Annual Incentive Award under Section 5(b) with respect to that Performance
      Period assuming no elective deferral), the Participant's Annual Incentive Award
      Opportunity relating to such Performance Period shall cease to be earnable
      and
      shall be canceled, and the Participant shall have no further rights or
      opportun-ities hereunder, unless otherwise provided in an employment agreement
      or severance agreement between the Company and the Participant in effect at
      the
      time of Termination of Employment or otherwise determined by the Committee
      in
      its sole discretion. 

    


    Upon
      a
      Participant’s Retirement prior to completion of a Performance Period, a Pro-Rata
      Portion of the Participant’s Annual Incentive Award relating to such Performance
      Period shall be deemed earned and vested in accordance with and at the time
      that
      the Committee makes, the determination pursuant to Section 4(b) hereof. For
      purposes hereof, a Pro-Rata Portion of the Participant’s Annual Incentive Award
      shall be the product of (i) the Annual Incentive Award determined by the
      Committee pursuant to Section 4(b) hereof as if the Participant was employed
      by
      the Company or any Subsidiary through the completion of the Performance Period
      and the Stated Settlement Date multiplied by (ii) a fraction, the numerator
      of
      which shall be the number of full and partial months that the Participant was
      employed by the Company or any Subsidiary between the date of commencement
      of
      the Performance Period and the date of Retirement, and the denominator of which
      shall be the number twelve (12). The Retirement of a Participant after
      completion of a Performance Period will not result in forfeiture or otherwise
      affect the Participant’s Annual Incentive Award for that Performance Period.


    


     

    7. General
      Provisions.

    


    (a) Changes
      to this Program.
      The
      Committee may at any time amend, alter, suspend, discontinue, or terminate
      this
      Program, and such action shall not be subject to the approval of the Company's
      shareholders or Participants; provided, however, that any amendment to the
      Program beyond the scope of the Committee's authority shall be subject to the
      approval of the Board of Directors. Nothing shall limit the authority of the
      Committee, in its discretion, to accelerate the termination of any deferral
      period and the resulting payment and settlement of deferred amounts, with
      respect to an individual Participant or all Participants, without the consent
      of
      the affected Participants. 

    


    (b) Unfunded
      Status of Participant Rights.
      Annual
      Incentive Awards, accounts, deferred amounts, and related rights of a
      Participant represent unfunded deferred compensation obligations of the Company
      for ERISA and federal income tax purposes and, with respect thereto, the
      Participant shall have rights no greater than those of an unsecured creditor
      of
      the Company.

    


    (c) Nonexclusivity
      of the Program.
      The
      adoption of this Program shall not be construed as creating any limitations
      on
      the power of the Board or Committee to adopt such other compensation
      arrangements as it may deem desirable for any Participant, or to pay other
      amounts as annual bonuses apart from the Program, whether under the Plan or
      otherwise.

    


    (d) No
      Right to Continued Employment.
      Neither
      the Program nor any action taken hereunder shall be construed as giving any
      employee the right to be retained in the employ of the Company or any of its
      subsidiaries or affiliates, nor shall it interfere in any way with the right
      of
      the Company or any of its subsidiaries or affiliates to terminate any employee's
      employment at any time.

    


    (e) Severablity.
      The
      invalidity of any provision of the Program or a document hereunder shall not
      deemed to render the remainder of this Program or such document invalid.


    


    
      Approved
        by the Compensation and Stock Option Committee on January 19, 2005;


      Approved
        by the Independent members of the Board of Directors on January 20,
        2005

      Approved
        by the Compensation and Stock Option Committee on February 2,
        2006

      Approved
        by the Independent members of the Board of Directors on February 2,
        2006

      Approved
        by the Compensation Committee on January 24, 2007

      Approved
        b y the Independent members of the Board of Directors on January 25,
        2007

      Approved
        by the Compensation Committee on March 23, 2007

      Approved
        b y the Independent members of the Board of Directors on March 29,
        2007

      


    

    


     


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Annual
      Incentive Program
      -
Designation
      of Fiscal 2008 Performance Period, Performance Goal, and Annual Incentive Award
      Opportunities

    


    


    In
      furtherance of Section 4 of the Annual Incentive Program (the "Program"), for
      the Company's 2008 fiscal year (the "Fiscal 2008 Performance Period") the
      Performance Goal, Award Opportunities, and participation shall be as set forth
      in this Designation. Terms used in this Designation have the meanings defined
      in
      the Program.

    


    Part
      I.  Performance
      Goals and Award Opportunities for the Fiscal 2008 Performance
      Period

    


    
      	 	
              (a)

            	
              Nature
                of Performance Goals.
                For the Fiscal 2007 Performance Period, the Performance Goal shall
                be
                based on corporate consolidated results (specifically, operating
                earnings
                before income taxes and net interest (i.e. excluding interest income
                and
                interest expenses) and excluding extraordinary and non-recurring
                items
                (“Operating Earnings”), as defined in the “Charming Shoppes, Inc. 2007
                Budget Presentation”), division performance goals and individual
                performance goals. The specific Performance Goals and the Participants
                including all Executive Officers and other senior officers to whom
                they
                apply are set forth below and in Schedules I and II hereto. The
                Performance Goals of other Participants shall be determined by the
                Chief
                Executive Officer and the Divisional President (to the extent applicable)
                in consultation with the Chief Financial Officer and the Executive
                Vice
                President - Human Resources of the Company (the "Authorized Officers").
                In
                furtherance of the foregoing:

            


    

    


    
      	 	
              --

            	 	
              The
                Corporate Operating Earnings Performance Goal for fiscal 2007 shall
                be a
                Minimum of $_______________ (the "Minimum Goal"), a Target of
                $___________________, and a Maximum of $________________.
                

            


    

    
      	 	
              --

            	 	
              The
                minimum, target and maximum levels of operating earnings for Lane
                Bryant,
                Fashion Bug, Catherines and Crosstown are set forth in Schedule I
                hereto.
                

            


    

    
      	 	
              --

            	 	
              An
                Annual Incentive Award Opportunity based on the consolidated corporate
                goal and the individual performance goal will be earned only if Operating
                Earnings equal or exceed the specified Minimum Goal; and
                

            


    

    
      	 	
              --

            	 	
              With
                respect to the divisional
                Presidents:

            


    

    
      	 	 	 	 


      	 	 	
              (i)

            	
              An
                Annual Incentive Award Opportunity based on the consolidated corporate
                goal will be earned only if Operating Earnings equal or exceed the
                specified Minimum Goal and only if the divisional operating income
                equals
                or exceeds the specified Minimum Goal for the Performance Period
                for that
                President’s division as specified above; and


            


    

    


    
      	 	 	
              (ii)

            	
              An
                Annual Incentive Award Opportunity based on divisional operating
                income
                and individual performance goals will be earned only if the divisional
                operating income equals or exceeds the specified minimum level for
                the
                Performance Period for that division as specified above.
                

            


    

    


    
      	 	
              (b)

            	
              Designation
                of Participants and Award Opportunity Terms.
                Participants in the Program for the Fiscal 2008 Performance Period
                shall
                be executive officers, senior officers and other employees designated
                in
                Impact Levels 1 through 10 at the date hereof as more fully set forth
                in
                Schedule I hereto. For each Participant in Impact Levels 1 through
                10, the
                Fiscal 2008 Performance Period, the Participant's target Annual Incentive
                Award Opportunity, designated levels of achievement of the Company
                Performance Goals, range of potential Annual Incentive Awards relating
                to
                the level of achievement of the Performance Goal, and other Award
                Opportunity terms are set forth on Schedule I and Schedule II hereto.
                Division Performance Goals and related terms shall be determined
                by the
                Authorized Officers, subject to the
                following:

            


    

    


    
      	 	
              (i)
                

            	
              The
                divisional performance weights shall be allocated in accordance with
                Schedule I and II.

            


    

     

    
      	 	
              (ii)

            	
              The
                portion of the awards attributable to achievement of the corporate
                goal
                (consolidated) shall be determined in accordance with this Designation
                and
                any attachment.

            


    

    


    
      	 	 	
              For
                all Participants (corporate and divisional), if the Minimum Goal
                is
                achieved (as required above), then awards based on the performance
                between
                the applicable minimum and target level or between the applicable
                target
                and maximum level will be determined on a pro-rata basis (i.e.,
                interpolated);

            


    

    


    
      	 	
              (c)

            	
              Adjustments
                to Performance Goals.
                The Committee may determine in its discretion to adjust the Performance
                Goals specified in (a) above (except as limited by the 2003 Plan
                and the
                Program).

            


    

    


    Part
      II.  Foreign
      Participants 

    


    Other
      provisions hereof notwithstanding, the Chief Executive Officer of the Company
      may modify any Annual Incentive Award Opportunity or Annual Incentive Award
      granted to any Participant in order to comply with local laws or customs in
      any
      jurisdiction other than the United States applicable to such
      Participant.