EXHIBIT 10.2.29

                        CHARMING SHOPPES, INC.
                         AMENDED AND RESTATED
                 2000 ASSOCIATES' STOCK INCENTIVE PLAN


1.  PURPOSE

    The purpose of this 2000 Associates' Stock Incentive Plan is to
assist Charming Shoppes, Inc. (the "Company") and its Subsidiaries and
Affiliates in attracting, retaining, and rewarding associates other
than executive officers, enabling such associates to acquire or
increase a proprietary interest in the Company in order to promote a
closer identity of interests between such associates and the Company's
shareholders, and providing an increased incentive to expend their
maximum efforts for the success of the Company's business.


2.        DEFINITIONS

    For purposes of the Plan, the following terms shall be defined as
set forth below:

    (a) "Affiliate" means any affiliate of the Company and its
Subsidiaries that is designated by the Board as a participating
employer under the Plan.

    (b) "Award" means any Option, SAR (including a Limited SAR),
Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu
of other awards, Dividend Equivalent, or Other Stock-Based Award, or
any other right or interest relating to Stock or cash, granted to a
Participant under the Plan.

    (c) "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.

    (d) "Beneficiary" means any person or trust which has been
designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the
benefits specified under this Plan upon such Participant's death or,
if there is no designated Beneficiary or surviving designated
Beneficiary, then any person or trust entitled by will or the laws of
descent and distribution to receive such benefits.

    (e) "Board" means the Board of Directors of the Company.

    (f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.  References to any provision of the Code shall be
deemed to include successor provisions thereto and regulations
thereunder.

    (g) "Committee" means the Stock Option Committee of the Board, or
any committee of directors and/or officers of the Company as may be
designated by the Board or the Stock Option Committee to administer
the Plan.

    (h) "Company" means Charming Shoppes, Inc., a corporation
organized under the laws of the Commonwealth of Pennsylvania, or any
successor corporation.

    (i) "Deferred Stock" means a right, granted to a Participant under
Section 6(e), to receive Stock at the end of a specified deferral
period.

    (j) "Dividend Equivalent" means a right, granted to a Participant
under Section 6(g), to receive cash, Stock, other Awards, or other
property equal in value to dividends paid with respect to a specified
number of shares of Stock, or other periodic payments.  Dividend
Equivalents may be awarded on a free-standing basis or in connection
with another Award, and may be paid currently or on a deferred basis.

    (k) "Fair Market Value" means, with respect to Stock, Awards, or
other property, the fair market value of such Stock, Awards, or other
property determined by such methods or procedures as shall be
established from time to time by the Committee.  Unless otherwise
determined by the Committee, the Fair Market Value of Stock as of any
given date shall mean the closing sale price of Stock reported on the
Nasdaq National Market System (or, if Stock is then principally traded
on a national securities exchange, in the table reporting "composite
transactions" for such exchange) in the Wall Street Journal for such
date, or, if no shares of Stock were traded on that date, on the next
preceding day on which there was such a trade.

    (l) "Limited SAR" means a SAR exercisable only for cash upon a
change in control or other event, as specified by the Committee.

    (m) "Option" means a right, granted to a Participant under Section
6(b), to purchase Stock, other Awards, or other property at a
specified price during specified time periods.  Each Option shall be a
nonstatutory Option (i.e., an Option not intended to be an incentive
stock option under Section 422 of the Code).

    (n) "Other Stock-Based Award" means a right, granted to a
Participant under Section 6(h), that relates to or is valued by
reference to Stock, other Awards relating to Stock, or other property.

    (o) "Participant" means a person who, as an associate of the
Company, a Subsidiary, or an Affiliate, has been granted an Award
under the Plan.

    (p) "Plan" means this Amended and Restated 2000 Associates' Stock
Incentive Plan.

    (q) "Restricted Stock" means an award of shares of Stock to a
Participant under Section 6(d) that may be subject to certain
restrictions and to a risk of forfeiture.

    (r) "Stock" means the Common Stock, par value $.10 per share, of
the Company and such other securities as may be substituted for Stock
or such other securities pursuant to Section 4.

    (s) "SAR" or "Stock Appreciation Right" means the right, granted
to a Participant under Section 6(c), to be paid an amount measured by
the appreciation in the Fair Market Value of Stock from the date of
grant to the date of exercise of the right, with payment to be made in
cash, Stock, or other Awards as specified in the Award or determined
by the Committee.

    (t) "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each
of the corporations (other than the last corporation in the unbroken
chain) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain.

3.  ADMINISTRATION

    (a) Authority of the Committee.  The Plan shall be administered by
the Committee.  The Committee shall have full and final authority to
take the following actions, in each case subject to and consistent
with the provisions of the Plan:

        (i) to select Participants to whom Awards may be granted;

        (ii)    to designate Affiliates;

        (iii)   to determine the type or types of Awards to be
    granted to each Participant, and denominate such Award (for
    example, Deferred Stock or Other Stock-Based Awards subject to
    performance conditions may be denominated "performance shares"
    or "performance units" if deemed appropriate by the
    Committee);

        (iv)    to determine the number of Awards to be granted,
    the number of shares of Stock to which an Award will relate,
    the terms and conditions of any Award granted under the Plan
    (including, but not limited to, any exercise price, grant
    price, or purchase price, any restriction or condition, any
    schedule for lapse of restrictions or conditions relating to
    transferability or forfeiture, exercisability, or settlement
    of an Award, and waivers or accelerations thereof, and waivers
    of or modifications to performance conditions relating to an
    Award, based in each case on such considerations as the
    Committee shall determine), and all other matters to be
    determined in connection with an Award;

        (v) to determine whether, to what extent, and under what
    circumstances an Award may be settled, or the exercise price
    of an Award may be paid, in cash, Stock, other Awards, or
    other property, or an Award may be cancelled, forfeited, or
    surrendered;

        (vi)    to determine whether, to what extent, and under
    what circumstances cash, Stock, other Awards, or other
    property payable with respect to an Award will be deferred
    either automatically, at the election of the Committee, or at
    the election of the Participant;

        (vii)   to prescribe the form of each Award Agreement,
    which need not be identical for each Participant;

        (viii)  to adopt, amend, suspend, waive, and rescind such
    rules and regulations and appoint such agents as the Committee
    may deem necessary or advisable to administer the Plan;

        (ix)    to correct any defect or supply any omission or
    reconcile any inconsistency in the Plan and to construe and
    interpret the Plan and any Award, rules and regulations, Award
    Agreement, or other instrument hereunder; and

        (x) to make all other decisions and determinations as may
    be required under the terms of the Plan or as the Committee
    may deem necessary or advisable for the administration of the
    Plan.

    (b) Manner of Exercise of Committee Authority.  Any action by the
Committee with respect to the Plan shall be final, conclusive, and
binding on all persons, including the Company, Subsidiaries,
Affiliates, Participants, any person claiming any rights under the
Plan from or through any Participant, and shareholders.  The express
grant of any specific power to the Committee, and the taking of any
action by the Committee, shall not be construed as limiting any power
or authority of the Committee.  A memorandum signed by all members of
the Committee shall constitute the act of the Committee without the
necessity, in such event, to hold a meeting.  Authority may be
delegated under the Plan to officers or managers of the Company or any
Subsidiary or Affiliate, subject to such terms as the Committee shall
determine, to perform such functions as the Committee may determine,
to the extent consistent with applicable law.

    (c) Limitation of Liability.  Each member of the Committee shall
be entitled to, in good faith, rely or act upon any report or other
information furnished to him by any officer or other employee of the
Company or any Subsidiary or Affiliate, the Company's independent
certified public accountants, or any executive compensation
consultant, legal counsel, or other professional retained by the
Company to assist in the administration of the Plan.  No member of the
Committee, nor any officer or employee of the Company acting on behalf
of the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with
respect to the Plan, and all members of the Committee and any officer
or employee of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company
with respect to any such action, determination, or interpretation.


4.  STOCK SUBJECT TO PLAN

    (a) Number of Shares Reserved.  Subject to adjustment as
hereinafter provided, the total number of shares of Stock reserved and
available for issuance in connection with Awards under the Plan shall
be 5,000,000.  If any shares subject to an Award are forfeited or such
Award is settled in cash or otherwise terminates without a
distribution of shares to the Participant, any shares counted against
the number of shares reserved and available under the Plan with
respect to such Award shall, to the extent of any such forfeiture,
settlement, or termination, again be available for Awards under the
Plan; provided, however, that the Committee may adopt procedures for
the counting of shares relating to any Award to ensure appropriate
counting, avoid double counting (as, for example, in the case of
tandem or substitute awards), and provide for adjustments in any case
in which the number of shares actually distributed differs from the
number of shares previously counted in connection with such Award.

    (b) Type of Shares.  Any shares of Stock distributed pursuant to
an Award may consist, in whole or in part, of authorized and unissued
shares or treasury shares.

    (c) Adjustments.  In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash,
Stock, or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination,
repurchase, or share exchange, or other similar corporate transaction
or event, affects the Stock such that an adjustment is appropriate in
order to prevent dilution or enlargement of the rights of Participants
under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and kind of shares
of Stock which may thereafter be issued in connection with Awards,
(ii) the number and kind of shares of Stock issued or issuable in
respect of outstanding Awards, and (iii) the exercise price, grant
price, or purchase price relating to any Award or, if deemed
appropriate, make provision for a cash payment with respect to any
outstanding Award.  In addition, the Committee is authorized to make
adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or non-recurring events
(including, without limitation, events described in the preceding
sentence) affecting the Company or any Subsidiary or Affiliate or the
financial statements of the Company or any Subsidiary or Affiliate, or
in response to changes in applicable laws, regulations, or accounting
principles.


5.  ELIGIBILITY

    Associates of the Company and its Subsidiaries and Affiliates,
other than an associate who is a director or officer of the Company,
are eligible to be granted Awards under the Plan.    For this purpose,
the term "officer" shall have the same meaning under Nasdaq
Marketplace Rule 4460(i)(1)(A).


6.  SPECIFIC TERMS OF AWARDS

    (a) General.  Awards may be granted on the terms and conditions
set forth in this Section 6.  In addition, the Committee may impose on
any Award or the exercise thereof, at the date of grant or thereafter
(subject to Section 8(e)), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall
determine, including terms requiring forfeiture of Awards in the event
of termination of employment by the Participant; provided, however,
that the Committee shall retain full power to accelerate or waive any
such additional term or condition it may have previously imposed.

    (b) Options.  The Committee is authorized to grant Options to
Participants (including "reload" options automatically granted to
offset specified exercises of options) on the following terms and
conditions:

        (i) Exercise Price.  The exercise price per share of Stock
    purchasable under an Option shall be determined by the
    Committee.

        (ii)    Time and Method of Exercise.  The Committee shall
    determine the time or times at which an Option may be
    exercised in whole or in part, the methods by which such
    exercise price may be paid or deemed to be paid, the form of
    such payment, including, without limitation, cash, Stock,
    other Awards or awards issued under other Company plans, or
    other property (including notes or other contractual
    obligations of Participants to make payment on a deferred
    basis, such as through "cashless exercise" arrangements, to
    the extent permitted by applicable law), and the methods by
    which Stock will be delivered or deemed to be delivered to
    Participants.

    (c) Stock Appreciation Rights.  The Committee is authorized to
grant SARs to Participants on the following terms and conditions:

        (i) Right to Payment.  A SAR shall confer on the
    Participant to whom it is granted a right to receive, upon
    exercise thereof, the excess of (A) the Fair Market Value of
    one share of Stock on the date of exercise (or, if the
    Committee shall so determine, the Fair Market Value of one
    share at any time during a specified period before or after
    the date of exercise, or the Fair Market Value determined by
    reference to amounts paid or payable in connection with a
    change in control of the Company, as specified by the
    Committee), over (B) the grant price of the SAR as determined
    by the Committee as of the date of grant of the SAR, which,
    except as provided in Section 7(a), shall be not less than the
    Fair Market Value of one share of Stock on the date of grant.

        (ii)    Other Terms.  The Committee shall determine the
    time or times at which a SAR may be exercised in whole or in
    part, the method of exercise, method of settlement, form of
    consideration payable in settlement, method by which Stock
    will be delivered or deemed to be delivered to Participants,
    whether or not a SAR shall be in tandem with any other Award,
    and any other terms and conditions of any SAR.  Limited SARs
    that may only be exercised in connection with a change in
    control or other event as specified by the Committee may be
    granted on such terms, not inconsistent with this Section
    6(c), as the Committee may determine.  Limited SARs may be
    either freestanding or in tandem with other Awards.

    (d) Restricted Stock.  The Committee is authorized to grant
Restricted Stock to Participants on the following terms and
conditions:

        (i) Issuance and Restrictions.  Restricted Stock shall be
    subject to such restrictions on transferability and other
    restrictions, if any, as the Committee may impose, which
    restrictions may lapse separately or in combination at such
    times, under such circumstances, in such installments, or
    otherwise, as the Committee may determine.  Except to the
    extent restricted under the terms of the Plan and any Award
    Agreement relating to the Restricted Stock, a Participant
    granted Restricted Stock shall have all of the rights of a
    shareholder including, without limitation, the right to vote
    Restricted Stock or the right to receive dividends thereon.

        (ii)    Forfeiture.  Except as otherwise determined by the
    Committee, upon termination of employment during the
    applicable restriction period, Restricted Stock that is at
    that time subject to restrictions shall be forfeited and
    reacquired by the Company; provided, however, that the
    Committee may provide, by rule or regulation or in any Award
    Agreement, or may determine in any individual case, that
    restrictions or forfeiture conditions relating to Restricted
    Stock will be waived in whole or in part in the event of
    terminations resulting from specified causes, and the
    Committee may in other cases waive in whole or in part the
    forfeiture of Restricted Stock.

        (iii)   Certificates for Stock.  Restricted Stock granted
    under the Plan may be evidenced in such manner as the
    Committee shall determine.  If certificates representing
    Restricted Stock are registered in the name of the
    Participant, such certificates shall bear an appropriate
    legend referring to the terms, conditions, and restrictions
    applicable to such Restricted Stock, the Company shall retain
    physical possession of the certificate, and the Participant
    shall have delivered a stock power to the Company, endorsed in
    blank, relating to the Restricted Stock.

        (iv)    Dividends.  Dividends paid on Restricted Stock
    shall be either paid at the dividend payment date in cash or
    in shares of unrestricted Stock having a Fair Market Value
    equal to the amount of such dividends, or the payment of such
    dividends shall be deferred and/or the amount or value thereof
    automatically reinvested in additional Restricted Stock, other
    Awards, or other investment vehicles, as the Committee shall
    determine or permit the Participant to elect.  Unless
    otherwise determined by the Committee, Stock distributed in
    connection with a Stock split or Stock dividend, and other
    property distributed as a dividend, shall be subject to
    restrictions and a risk of forfeiture to the same extent as
    the Restricted Stock with respect to which such Stock or other
    property has been distributed.

    (e) Deferred Stock.  The Committee is authorized to grant Deferred
Stock to Participants, subject to the following terms and conditions:

        (i) Award and Restrictions.  Delivery of Stock will occur
    upon expiration of the deferral period specified for an Award
    of Deferred Stock by the Committee (or, if permitted by the
    Committee, as elected by the Participant).  In addition,
    Deferred Stock shall be subject to such restrictions as the
    Committee may impose, if any, which restrictions may lapse at
    the expiration of the deferral period or at earlier specified
    times, separately or in combination, in installments, or
    otherwise, as the Committee may determine.

        (ii)    Forfeiture.  Except as otherwise determined by the
    Committee, upon termination of employment (as determined under
    criteria established by the Committee) during the applicable
    deferral period or portion thereof to which forfeiture
    conditions apply (as provided in the Award Agreement
    evidencing the Deferred Stock), all Deferred Stock that is at
    that time subject to deferral (other than a deferral at the
    election of the Participant) shall be forfeited; provided,
    however, that the Committee may provide, by rule or regulation
    or in any Award Agreement, or may determine in any individual
    case, that restrictions or forfeiture conditions relating to
    Deferred Stock will be waived in whole or in part in the event
    of terminations resulting from specified causes, and the
    Committee may in other cases waive in whole or in part the
    forfeiture of Deferred Stock.

    (f) Bonus Stock and Awards in Lieu of Cash Obligations.  The
Committee is authorized to grant Stock as a bonus, or to grant Stock
or other Awards in lieu of Company obligations to pay cash or deliver
other property under other plans or compensatory arrangements.  Stock
or Awards granted hereunder shall be subject to such other terms as
shall be determined by the Committee.

    (g) Dividend Equivalents.  The Committee is authorized to grant
Dividend Equivalents to Participants.  The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Stock, Awards,
or other investment vehicles as the Committee may specify.

    (h) Other Stock-Based Awards.  The Committee is authorized,
subject to limitations under applicable law, to grant to Participants
such other Awards that may be denominated or payable in, valued in
whole or in part by reference to, or otherwise based on, or related
to, Stock, as deemed by the Committee to be consistent with the
purposes of the Plan, including, without limitation, convertible or
exchangeable debt securities, other rights convertible or exchangeable
into Stock, purchase rights for Stock, Awards with value and payment
contingent upon performance of the Company or any other factors
designated by the Committee, and Awards valued by reference to the
book value of Stock or the value of securities of or the performance
of specified Subsidiaries or Affiliates.  The Committee shall
determine the terms and conditions of such Awards.  Stock delivered
pursuant to an Award in the nature of a purchase right granted under
this Section 6(h) shall be purchased for such consideration, paid for
at such times, by such methods, and in such forms, including, without
limitation, cash, Stock, other Awards, or other property, as the
Committee shall determine.  Cash awards, as an element of or
supplement to any other Award under the Plan, shall also be authorized
pursuant to this Section 6(h).


7.  CERTAIN PROVISIONS APPLICABLE TO AWARDS

    (a) Stand-Alone, Additional, Tandem, and Substitute Awards.
Awards granted under the Plan may, in the discretion of the Committee,
be granted either alone or in addition to, in tandem with, or in
substitution for, any other Award granted under the Plan or any award
granted under any other plan of the Company, any Subsidiary or
Affiliate, or any business entity to be acquired by the Company or a
Subsidiary or Affiliate, or any other right of a Participant to
receive payment from the Company or any Subsidiary or Affiliate.  If
an Award is granted in substitution for another Award or award, the
Committee shall require the surrender of such other Award or award in
consideration for the grant of the new Award.  Awards granted in
addition to or in tandem with other Awards or awards may be granted
either as of the same time as or a different time from the grant of
such other Awards or awards.  The per share exercise price of any
Option, grant price of any SAR, or purchase price of any other Award
conferring a right to purchase Stock:

        (i) Granted in substitution for an outstanding Award or
    award shall be not less than the lesser of the Fair Market
    Value of a share of Stock at the date such substitute Award is
    granted or such Fair Market Value at that date reduced to
    reflect the Fair Market Value at that date of the Award or
    award required to be surrendered by the Participant as a
    condition to receipt of the substitute Award; or

        (ii)    Retroactively granted in tandem with an
    outstanding Award or award shall be not less than the lesser
    of the Fair Market Value of a share of Stock at the date of
    grant of the later Award or at the date of grant of the
    earlier Award or award.

    (b) Exchange and Buy Out Provisions.  The Committee may at any
time offer to exchange or buy out any previously granted Award for a
payment in cash, Stock, other Awards (subject to Section 7(a)), or
other property based on such terms and conditions as the Committee
shall determine and communicate to the Participant at the time that
such offer is made.

    (c) Term of Awards.  The term of each Award shall be for such
period as may be determined by the Committee.

    (d) Form of Payment Under Awards.  Subject to the terms of the
Plan and any applicable Award Agreement, payments to be made by the
Company or a Subsidiary or Affiliate upon the grant or exercise of an
Award may be made in such forms as the Committee shall determine,
including, without limitation, cash, Stock, other Awards, or other
property, and may be made in a single payment or transfer, in
installments, or on a deferred basis.  Such payments may include,
without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments or the grant
or crediting of Dividend Equivalents in respect of installment or
deferred payments denominated in Stock.

    (e) Loan Provisions.  With the consent of the Committee, and
subject at all times to, and only to the extent, if any, and in
accordance with, laws and regulations and other binding obligations or
provisions applicable to the Company (including applicable margin
regulations), the Company may make, guarantee, or arrange for a loan
or loans to a Participant with respect to the exercise of any Option
or other payment in connection with any Award, including the payment
by a Participant of any or all federal, state, or local income or
other taxes due in connection with any Award.  Subject to such
limitations, the Committee shall have full authority to decide whether
to make a loan or loans hereunder and to determine the amount, terms,
and provisions of any such loan or loans, including the interest rate
to be charged in respect of any such loan or loans, whether the loan
or loans are to be with or without recourse against the borrower, the
terms on which the loan is to be repaid and conditions, if any, under
which the loan or loans may be forgiven.


8.  GENERAL PROVISIONS

    (a) Compliance With Legal and Other Requirements.  The Plan, the
granting and exercising of Awards thereunder, and the other
obligations of the Company under the Plan and any Award Agreement,
shall be subject to all applicable federal and state laws, rules, and
regulations, and to such approvals by any regulatory or governmental
agency as may be required.  The Company may, in its discretion,
postpone the issuance or delivery of Stock under any Award until
completion of such registration or qualification of such Stock or
other required action under any federal or state law, rule, or
regulation, listing or other required action with respect to any
automated quotation system or stock exchange upon which the Stock or
other Company securities are designated or listed, or compliance with
any other contractual obligation of the Company, as the Company may
consider appropriate, and may require any Participant to make such
representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of Stock in
compliance with applicable laws, rules, and regulations, designation
or listing requirements, or other contractual obligations.

    (b) Limits on Encumbering Awards; Beneficiaries.  No Award or
right or interest of a Participant in any Award shall be pledged,
encumbered, or hypothecated to or in favor of any party other than the
Company or a Subsidiary or Affiliate, or shall be subject to any lien,
obligation, or liability of such Participant to any party other than
the Company or a Subsidiary or Affiliate.  No Award or right or
interest of a Participant in any Award shall be assignable or
transferable otherwise than by will or the laws of descent and
distribution except to the Company under the terms of the Plan, or
shall be exercisable during the lifetime of the Participant by anyone
other than the Participant; provided, however, that the Committee may
permit an Award to be transferred, without consideration, to members
of the Participant's immediate family (i.e., Participant, spouse,
children, or grandchildren), to a trust for the benefit of such
immediate family members or to a partnership in which such immediate
family members are the only partners; provided further, that a
Participant may, in the manner established by the Committee, designate
a Beneficiary to exercise the rights of the Participant, and to
receive any distribution, with respect to any Award, upon the death of
the Participant.  A Beneficiary, guardian, legal representative, or
other person claiming any rights under the Plan from or through any
Participant shall be subject to all terms and conditions of the Plan
and any Award Agreement applicable to such Participant, except to the
extent the Plan and such Award Agreement or agreement otherwise
provide with respect to such persons, and to any additional
restrictions deemed necessary or appropriate by the Committee.

    (c) No Right to Continued Employment.  Neither the Plan nor any
action taken hereunder shall be construed as giving any associate 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 to terminate any
employee's employment at any time.

    (d) Taxes.  The Company or any Subsidiary or Affiliate is
authorized to withhold from any Award granted, any payment relating to
an Award under the Plan, including from a distribution of Stock, or
any payroll or other payment to a Participant, amounts of withholding
and other taxes due in connection with any transaction involving an
Award, and to take such other action as the Committee may deem
advisable to enable the Company and Participants to satisfy
obligations for the payment of withholding taxes and other tax
obligations relating to any Award.  This authority shall include
authority to withhold or receive Stock or other property and to make
cash payments in respect thereof in satisfaction of a Participant's
tax obligations, but any such withholding of Stock shall not exceed
the amount necessary to withhold to meet mandatory tax withholding
obligations.

    (e) Changes to the Plan and Awards.  The Board may amend, alter,
suspend, discontinue, or terminate the Plan or the Committee's
authority to grant Awards under the Plan without the consent of
shareholders or Participants; provided, however, that, without the
consent of an affected Participant, no amendment, alteration,
suspension, discontinuation, or termination of the Plan may materially
and adversely affect the rights of such Participant under any Award
theretofore granted to him.  The Committee may waive any conditions or
rights under, or amend, alter, suspend, discontinue, or terminate, any
Award theretofore granted and any Award Agreement relating thereto;
provided, however, that, without the consent of an affected
Participant, no such amendment, alteration, suspension,
discontinuation, or termination of any Award may materially and
adversely affect the rights of such Participant under such Award.  The
foregoing notwithstanding, any performance condition specified in
connection with an Award shall not be deemed a fixed contractual term,
but shall remain subject to adjustment by the Committee, in its
discretion, at any time in view of the Committee's assessment of the
Company's strategy, performance of comparable companies, and other
circumstances.

    (f) No Rights to Awards; No Shareholder Rights.  No Participant or
associate shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of Participants
and associates.  No Award shall confer on any Participant any of the
rights of a shareholder of the Company unless and until Stock is duly
issued or transferred to the Participant in accordance with the terms
of the Award.

    (g) Unfunded Status of Awards; Creation of Trusts.  The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation.  With respect to any payments not yet made to a
Participant or obligation to issue Stock pursuant to an Award, nothing
contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the
Company; provided, however, that the Committee may authorize the
creation of trusts or make other arrangements to meet the Company's
obligations under the Plan to deliver cash, Stock, other Awards, or
other property pursuant to any Award, which trusts or other
arrangements shall be consistent with the "unfunded" status of the
Plan unless the Committee otherwise determines with the consent of
each affected Participant.  If and to the extent authorized by the
Committee, the Company may deposit into such a trust Stock for
delivery to the Participant in satisfaction of the Company's
obligations under any Award.  If so provided by the Committee, upon
such a deposit of Stock or other assets for the benefit of a
Participant, there shall be substituted for the rights of the
Participant to receive delivery of Stock and other payments under this
Agreement a right to receive the assets of the trust (to the extent
that the deposited or other assets represented the full amount of the
Company's obligation under the Award at the date of deposit).

    (h) Nonexclusivity of the Plan.  The adoption of the Plan by the
Board shall not be construed as creating any limitations on the power
of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock
options otherwise than under the Plan, and such arrangements may be
either applicable generally or only in specific cases.

    (i) No Fractional Shares.  No fractional shares of Stock shall be
issued or delivered pursuant to the Plan or any Award.  The Committee
shall determine whether cash, other Awards, or other property shall be
issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

    (j) Governing Law.  The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan, and any Award
Agreement shall be determined in accordance with the Pennsylvania
Business Corporation Law, to the extent applicable, other laws
(including those governing contracts) of the Commonwealth of
Pennsylvania, without giving effect to principles of conflicts of
laws, and applicable federal law.

    (k) Certain Limitations Relating to Accounting Treatment of
Awards.  Other provisions of the Plan notwithstanding, the Committee's
authority and a Participant's rights under the Plan are limited to the
extent necessary to ensure that any Option or other Award of a type
that the Committee intended to be subject to fixed accounting, with a
measurement date at the date of grant or the date performance
conditions are satisfied under APB 25, shall not become subject to
"variable" accounting solely due to the existence of such authority or
right, unless the Committee specifically determines that the Award
shall become subject to such "variable" accounting and remain
outstanding thereafter.  In addition, other provisions of the Plan
notwithstanding, if any right under this Plan would cause a
transaction to be ineligible for pooling-of-interests accounting that
would, but for the right hereunder, be eligible for such accounting
treatment, such right shall be automatically adjusted so that the
pooling-in-interests accounting shall be available, including by
substituting Stock or cash having a Fair Market Value equal to any
cash or Stock otherwise payable in respect of any right which would
cause the transaction to be ineligible for pooling-of-interests
accounting.

    (l) Effective Date; Plan Termination.  The Plan shall become
effective as of January 1, 2000.  The Plan shall terminate at such
time as no Stock remains available for issuance pursuant to Section 4
and the Company has no further obligations with respect to any Award
granted under the Plan.




Adopted by the Board of Directors: January 27, 2000


Section 4(a) amended to increase the number of shares  from 2,000,000
to 5,000,000
Approved by the Board of Directors:  February 23, 2001