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On May 12, 2010, Charming Shoppes, Inc. filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the 2010 Annual Meeting of Shareholders of Charming Shoppes, Inc., and began the process of mailing (i) the definitive proxy statement and a proxy card or (ii) the Notice of Internet Availability of Proxy Materials to shareholders.  Charming Shoppes’ shareholders are strongly advised to read Charming Shoppes’ proxy statement as it contains important information.  Shareholders may obtain a copy of Charming Shoppes’ definitive proxy statement and any other documents filed by Charming Shoppes with the SEC for free at the SEC’s website at  Copies of the definitive proxy statement are available for free at Charming Shoppes’ website at

[Charming Shoppes, Inc. Letterhead]

June 18, 2010
Talan Torressen
Fidelity Investments
1 Spartan Way, TS1E
Merrimack, NH 03054

Dear Mr. Torressen:

I refer to our telephone conversation on June 15, 2010 and confirm the Company’s agreement to submit to our Board for approval prior to our 2011 Annual Meeting of Shareholders an amendment to our 2010 Stock Award and Incentive Plan providing for, among other things, the following:  (a) if the grant or vesting of full-value awards is subject to performance conditions, such full-value awards shall have a minimum vesting period of no less than one year, and (b) if neither the grant nor the vesting of full-value awards is subject to performance conditions, such full-value awards shall vest over a period of no less than three years; provided that (1) such full-value awards may vest on an accelerated basis in the event of a participant’s death, disability, retirement, other termination not due to the fault of the participant, or in the event of a change in control or other special circumstances, and (2) up to five percent of the shares of stock authorized under the Plan may be granted as full-value awards free of the limitations on vesting set forth in (a) and (b) above.  For these purposes, bonus shares and dividend equivalents are excluded from the meaning of full-value awards.



Colin D. Stern
Executive Vice President,
General Counsel and Secretary