CHARMING SHOPPES INC
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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<TYPE>EX-10
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<FILENAME>exh10216.txt
<DESCRIPTION>FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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                                                                EXHIBIT 10.2.16



CEO Agreement




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                             First Amendment to the
         Charming Shoppes, Inc. Employment Agreement for Dorrit J. Bern


WHEREAS, you entered into an Employment Agreement dated as of October 12, 1999
(the Agreement) with Charming Shoppes, Inc. (the "Company"); and

WHEREAS, pursuant to Section 13.2 of the Agreement, no provision of the
Agreement may be modified unless such modification is signed by you and the
Company;

WHEREAS, the Company wishes to amend the Agreement to ensure proper treatment of
the split-dollar life insurance benefit and so that any excise taxes incurred
under the Agreement will be grossed-up rather than capped as currently drafted.

NOW THEREFORE, IT IS RESOLVED, that Section 5.6(b) of the Agreement is deleted
replaced with the following language:

"(b) With regard to the Collateral Assignment Split-Dollar Insurance Agreement
between the Company and Susan Maxwell, or her successors, Trustees of the Bern
Family GST Trust dated January 21, 2000 (as the same may be amended from time to
time) (the "Split-Dollar Agreement") under which the Executive and her spouse
are insured, the Corporation acknowledges the provisions of Article VII(b) of
the Split-Dollar Agreement shall apply if the Executive is entitled to
CIC-Severance Benefits pursuant to this Agreement.

IT IS FURTHER RESOLVED, that the current Section 8.4 of the Agreement be deleted
and replaced with the following language:

     "8.4 Excise Tax Equalization Payment. In the event a Change in Control
     occurs and the Executive becomes entitled to any benefits or payments under
     this Agreement, or any other plan, arrangement, or agreement with the
     Company (the "Total Payments"), and such benefits or payments will be
     subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code
     (or any similar tax that may hereafter be imposed), the Company shall pay
     to the Executive in cash an additional amount (the "Gross-Up Payment") such
     that the net amount to be retained by the Executive after deduction of any
     Excise Tax upon the Total Payments and any Federal, state and local income
     tax and

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     Excise Tax upon the Gross-Up Payment provided for by this Section 5.1
     (including FICA), shall be equal to the Total Payments. Such payment shall
     be made by the Company to the Executive as soon as practical following the
     effective date of termination, but in no event beyond thirty (30) days from
     such date, or in the event Excise Tax is due without regard to a
     termination, within thirty (30) days of the due date for payment of such
     Excise Tax.

          (a) Tax Computation. In determining the potential impact of the Excise
          Tax, the Company may rely on any advice it deems appropriate,
          including, but not limited to, the counsel of its independent
          auditors. For purposes of determining whether any of the Total
          Payments will be subject to the Excise Tax and the amounts of such
          Excise Tax:

               (i) Any other payments or benefits received or to be received by
          the Executive in connection with a Change in Control of the Company or
          the Executive's termination of employment (whether pursuant to the
          terms of this Agreement or any other plan, arrangement, or agreement
          with the Company, or with any Person whose actions result in a Change
          in Control of the Company or any Person affiliated with the Company or
          such Persons) shall be treated as "parachute payments" within the
          meaning of Section 280G(b)(2) of the Code, and all "excess parachute
          payments" within the meaning of Section 280G(b)(1) shall be treated as
          subject to the Excise Tax, unless in the opinion of the Company's
          advisors, including, but not limited to, its independent auditors, any
          portion of the Total Payments do not constitute parachute payments by
          reason of Section 280G(b)(4)(A)-(B) of the Code or are otherwise not
          subject to the Excise Tax;

               (ii) The amount of the Total Payments which shall be treated as
          subject to the Excise Tax shall be equal to the amount of excess
          parachute payments within the meaning of Section 280G(b)(1) of the
          Code (after applying clause (i) above); and

               (iii) The value of any noncash benefits or any deferred or
          accumulated payment or benefit shall be determined by the Company's
          independent auditors in accordance with the principles of Sections
          280G(d)(3) and (4) of the Code.

          For purposes of determining the amount of the Gross-Up Payment, the
          Executive shall be deemed to pay Federal income taxes at the highest
          marginal rate of Federal income taxation in the calendar year in which
          the Gross-Up Payment is to be made, and state and local income taxes
          at the highest marginal rate of taxation in the state and locality of
          the Executive's residence on the Effective Date of


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          Termination, net of the maximum reduction in Federal income taxes
          which could be obtained from deduction of such state and local taxes.

          (b) Subsequent Recalculation. In the event the Internal Revenue
          Service proposes to increase the amount of Excise Tax payable by the
          Executive in excess of the computation of the Company under Section
          8.4 herein so that the Executive did not receive the greatest net
          benefit, the Company shall reimburse the Executive for the full amount
          necessary to make the Executive whole, plus a market rate of interest,
          as determined by the Committee; provided, however, that the Executive
          follow the procedures set forth in this Section 8.4.

          The Executive shall notify the Company in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Company of the Gross-Up Payment. Such notification
          shall be given as soon as practicable but no later than ten (10)
          business days after the later of either: (i) the date the Executive
          has actual knowledge of such claim, or (ii) ten (10) days after the
          Internal Revenue Service issues to the Executive either a written
          report proposing imposition of the Excise Tax or a statutory notice of
          deficiency with respect thereto, and shall apprise the Company of the
          nature of such claim and the date on which such claim is requested to
          be paid. The Executive shall not pay such claim prior to the
          expiration of the thirty (30) day period following the date on which
          it gives such notice to the Company (or such shorter period ending on
          the date that any payment of taxes with respect to such claim is due).
          If the Company notifies the Executive in writing prior to the
          expiration of such period that it desires to contest such claim, the
          Executive shall:

          (i) Give the Company any information reasonably requested by the
          Company relating to such claim;

          (ii) Take such action in connection with contesting such claim as the
          Company shall reasonably request in writing from time to time,
          including, without limitation, accepting legal representation with
          respect to such claim by an attorney reasonably selected by the
          Company;

          (iii) Cooperate with the Company in good faith in order effectively to
          contest such claim; and

          (iv) Permit the Company to participate in any proceedings relating to
          such claims.

          Provided, however, that the Company shall directly bear and pay all
          costs and expenses (including additional interest and penalties)
          incurred in connection with such contest and shall indemnify and hold


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          the Executive harmless, on an after-tax basis, for any Excise Tax or
          income tax, including interest and penalties with respect thereto,
          imposed and payment of costs and expenses. Without limitation of the
          foregoing provisions of this Section 8.4, the Company shall control
          all proceedings taken in connection with such contest and, at its sole
          option, may pursue or forego any and all administrative appeals,
          proceedings, hearings, and conferences with the taxing authority in
          respect of such claim.

          If the Company does not notify the Executive in writing prior to the
          expiration of such thirty (30) day period that it desires to contest
          such claim, the Company shall reimburse the Executive for the full
          amount necessary to make the Executive whole, plus a market rate of
          interest, as determined by the Committee, all as contemplated by this
          Section 8.4.

          If, after the receipt by the Executive of an amount advanced by the
          Company pursuant to this Section 8.4, the Executive receives a refund
          with respect to such claim due to an overpayment of Excise Tax,
          including interest and penalties with respect thereto, the Executive
          shall (subject to the Company's complying with the requirements of
          this Section 8.4) promptly pay to the Company the amount of such
          refund (together with any interest paid or credited thereon after
          taxes applicable thereto)."

Such Amendment to the Agreement shall be effective as of February 6, 2003.

Executive:



______________________                                  ___________________
Dorrit J. Bern                                          Date


Charming Shoppes, Inc.:



By:____________________________                         ___________________
Name:  Anthony A. DeSabato                              Date
Title: Executive Vice President


Attest:


By:____________________________
    Colin D. Stern, Secretary


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