8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 8-K

_____________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 17, 2008

_____________

CHARMING SHOPPES, INC.

(Exact name of registrant as specified in its charter)

_____________

PENNSYLVANIA	000-07258	23-1721355
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
450 WINKS LANE, BENSALEM, PA (Address of principal executive offices)			19020 (Zip Code)

Registrant’s telephone number, including area code:(215) 245-9100

NOT APPLICABLE

(Former name or former address, if changed since last report.)

_____________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In order to eliminate a significant annual expense with respect to executive compensation, the Board of Directors of Charming Shoppes, Inc. (the “Company”) has determined that the Charming Shoppes, Inc. Supplemental Executive Retirement Plan (the “Plan”) will be discontinued as of December 31, 2008.  On December 17, 2008, the Board of Directors amended the Plan to discontinue retirement credits to the Plan and make other related changes.

Under the amendment, effective December 31, 2008, the Company will cease making retirement credits to the Plan, the interest rate to be credited on participants’ accounts will be reduced to 3.5%, and participants’ accounts will become fully vested.  Participants will be asked to consent to the reduction in the interest rate, and participants will be given an opportunity to elect to receive a distribution of their accounts according to a fixed distribution schedule, which extends over one to three years based on the account balance.  The distributions are structured in a manner that is intended to avoid any loss of tax deduction under section 162(m) of the Internal Revenue Code, and the elections are intended to comply with the transition election rules under section 409A of the Internal Revenue Code.  The interest rate reduction, distribution elections, and accelerated vesting only apply to participants who are currently active employees.

The annual cost to the Company that will be eliminated by the amendment is approximately $1 million, and the total value of the accounts that will be subject to participant elections is approximately $4.1 million.   This change is part of the Company’s overall review of its executive compensation programs.  The discontinuance of the Plan does not affect the Company’s deferred compensation program, which is continuing.

A description of the Plan (prior to the above-described amendments) is set forth in the proxy statement with respect to the Company’s 2008 annual meeting of stockholders held on June 26, 2008.

Item 9.01.  Financial Statements and Exhibits

Exhibit No.	Description
99.1	Amendment 2008-1 to Charming Shoppes, Inc. Supplemental Executive Retirement Plan.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHARMING SHOPPES, INC.
	(Registrant)
Dated:   December  19, 2008
	By: /S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment 2008-1 to Charming Shoppes, Inc. Supplemental Executive Retirement Plan.

3

EX-99.1

EXHIBIT 99.1

AMENDMENT 2008-1

TO CHARMING SHOPPES, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDMENT 2008-1 to the Charming Shoppes, Inc. Supplemental Executive Retirement Plan (the “Plan”) by Charming Shoppes, Inc. (the “Company”).

WHEREAS, Section 7.3 of the Plan permits the Board of Directors of the Company (the “Board”) to amend the Plan.

WHEREAS, the Board desires to amend the Plan to discontinue Retirement Credits (as defined in the Plan) and make other appropriate changes.

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of December 31, 2008:

1.The definition of “Grandfathered Accounts” in subsection (n) of Article 2 of the Plan is hereby amended by revising the first sentence to read as follows:

““Grandfathered Accounts” means, with respect to a Participant who terminated employment with the Company and its Affiliates before December 1, 2008,  that portion of a Participant’s Retirement Benefit Account that was earned and vested as of December 31, 2004, and shall include earnings whenever credited to such amount under the terms of the Plan.”

2.The definition of “Interest Rate” in subsection (o) of Article 2 of the Plan is hereby amended by adding a sentence to the end to read as follows:

“Notwithstanding the foregoing, effective for periods after December 31, 2008, “Interest Rate” means a fixed interest rate of three and one-half percent (3.5%) per annum with respect to Retirement Benefit Accounts of Participants who are actively employed by the Company or an Affiliate on or after December 1, 2008.”

3.A new Section 4.4 is hereby added to the end of Article 4 of the Plan to read, in its entirety, as follows:

“4.4           Acclerated Vesting for Accounts of Participants Actively Employed as of December 1, 2008.  Notwithstanding the foregoing, for each Participant who is actively employed by the Company or an Affiliate on December 1, 2008, the Vesting Percentage shall be one hundred percent (100%) as of December 31, 2008.”

4.Section 5.2 of the Plan is hereby amended by adding a sentence to the end to read as follows:

“Notwithstanding any of the foregoing, no additional Retirement Credits shall be credited to the Plan for periods on or after December 31, 2008.”

1

5.Section 6.7 of the Plan is hereby amended to read as follows:

“6.7           Special 2006, 2007 and 2008 Elections.  Notwithstanding anything in this Article 6 to the contrary, to the extent permitted under section 409A of the Code and the regulations issued thereunder, a Participant may make an election on or before December 31, 2008 as to the time and manner of payment of amounts credited to his Retirement Benefit Account on such terms as shall be determined by the Committee, subject to the following:

(a) a Participant shall not be permitted in calendar year 2006 to (i) change payment elections in a manner that will defer distribution of amounts that the Participant otherwise would have received in 2006 or (ii) cause payments to be made in 2006 pursuant to the special 2006 election;

(b) a Participant shall not be permitted in calendar year 2007 to (i) change payment elections in a manner that will defer distribution of amounts that the Participant otherwise would have received in 2007 or (ii) cause payments to be made in 2007 pursuant to the special 2007 election; and

(c) a Participant shall not be permitted in calendar year 2008 to (i) change payment elections in a manner that will defer distribution of amounts that the Participant otherwise would have received in 2008 or (ii) cause payments to be made in 2008 pursuant to the special 2008 election.”

6.A new Section 6.10 is hereby added to the end of Article 6 of the Plan to read as follows:

“6.10         Distributions upon 2008 Transition Elections.  Notwithstanding anything in the Plan to the contrary, pursuant to Section 6.7 above and section 409A of the Code, a Participant who is actively employed by the Company or an Affiliate on December 1, 2008 and who is subject to U.S. income taxation may make an election on or before December 31, 2008 to receive a distribution of his or her vested Retirement Benefit on the terms described below.  If such a Participant makes a distribution election under this Section 6.10, his or her vested Retirement Benefit shall be distributed as follows:

 (i) If the value of the vested Retirement Benefit on December 31, 2008 is less than $50,000, the vested Retirement Benefit shall be paid in a single lump sum cash payment on March 31, 2009;

(ii) If the value of the vested Retirement Benefit on December 31, 2008 is equal to or greater than $50,000 and less than $800,000, the vested Retirement Benefit shall be paid in two tranches:  (x) 40% of the then existing balance on March 31, 2009 and (y) the remaining balance on March 31, 2010;

(iii) For Colin Stern, the vested Retirement Benefit shall be paid in three tranches:  (x) 40% of the then existing balance on March 31, 2009, (y) 65% of the then existing balance on March 31, 2010, and (z) the remaining balance on March 31, 2011;

(iv) For Joseph Baron, the vested Retirement Benefit shall be paid in three tranches:  (x) 33% of the then existing balance on March 31, 2009, (y) 50% of the then existing balance on March 31, 2010, and (z) the remaining balance on March 31, 2011;

2

provided, however, that if the Participant’s termination of Service occurs before his or her Retirement Benefit has been fully distributed, the Participant’s unpaid vested Retirement Benefit will be distributed in a single lump sum payment within 90 days after the Participant’s termination of Service (subject to the six-month delay of section 409A of the Code if applicable), and if a Change of Control described in Section 7.5 occurs before the Retirement Benefit has been fully distributed, the unpaid vested Retirement Benefit will be distributed as described in Section 7.5.”

7.Except as expressly set forth in this AMENDMENT 2008-1, all terms of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned, being an authorized representative of the Board of Directors of the Company, has caused this AMENDMENT 2008-1 to the Plan to be executed this ___ day of December, 2008.

CHARMING SHOPPES, INC.

By:______________________________

Eric M. Specter

Executive Vice President

3