BENSALEM, Pa., April 2, 2008 /PRNewswire-FirstCall/ -- Charming Shoppes, Inc. (Nasdaq: CHRS) today announced that it has commenced mailing of definitive proxy materials to Charming Shoppes' shareholders for the Company's Annual Meeting of Shareholders on Thursday, May 8, 2008. Charming Shoppes' shareholders of record as of the close of business on March 28, 2008 will be entitled to attend and vote at the Annual Meeting.

Charming Shoppes' Board of Directors recommends shareholders re-elect Charming Shoppes' experienced and highly-qualified directors -- Dorrit J. Bern, Charming Shoppes' Chairman, President and Chief Executive Officer, Alan Rosskamm and M. Jeannine Strandjord -- by voting the GOLD proxy card by telephone, Internet or mail today.

Charming Shoppes also strongly urges shareholders to reject the three individuals nominated by a dissident shareholder group led by the Crescendo Partners and Myca Partners hedge funds in opposition to Charming Shoppes' incumbent directors.

Dorrit J. Bern and Katherine M. Hudson, Lead Independent Director, mailed to fellow shareholders the following letter, which accompanies Charming Shoppes' definitive proxy materials:




    April 2, 2008

    Dear Fellow Shareholder:

                   RE ELECT CHARMING SHOPPES' DIRECTORS --
                   VOTE THE ENCLOSED GOLD PROXY CARD TODAY

At Charming Shoppes' 2008 Annual Meeting of Shareholders on Thursday, May 8, 2008, you will be asked to vote on three nominees for election to your Board of Directors. A dissident shareholder group led by two New York City- based hedge funds, Crescendo Partners and Myca Partners, operating under the name of "The Charming Shoppes Full Value Committee," has nominated three individuals in opposition to your incumbent directors. Your Board of Directors strongly urges you to support your Board and re-elect Dorrit Bern, Charming Shoppes' Chairman, President and Chief Executive Officer, Alan Rosskamm and M. Jeannine Strandjord by voting the enclosed GOLD proxy card by telephone, Internet or mail today.



    CHARMING SHOPPES HAS A STRONG BOARD OF DIRECTORS IN PLACE COMPRISED OF
            INDEPENDENT DIRECTORS WITH HIGHLY RELEVANT EXPERIENCE

Charming Shoppes' Board is independent, diverse and open-minded, and our interests are closely aligned with those of all Charming Shoppes' shareholders. Charming Shoppes' Board is comprised of highly-qualified proven business executives with relevant experience in the retail industry. Your directors have the necessary depth and breadth of expertise in public company leadership, finance, accounting, marketing and overall executive management - areas that are critical to Charming Shoppes' continued success. Further, your Board, which is comprised of eight directors, seven of whom are independent and Ms. Bern, the Company's CEO, has always been committed to strong corporate governance.

Your Board is asking shareholders to re-elect the following three directors at the 2008 Annual Meeting:



    -- Dorrit J. Bern, Charming Shoppes' Chairman, President and Chief
       Executive Officer, who has led the Company since August 1995 and whose
       experience in the retail apparel industry spans 30 years.

    -- Alan Rosskamm, former Chairman and Chief Executive Officer, and a
       current director of Jo-Ann Stores, a leading U.S. retailer of fabrics
       and sewing supplies and one of the nation's largest retailers of craft
       and floral products, operating 800 stores in 47 states.  Mr. Rosskamm
       serves on the Board's Corporate Governance and Nominating Committee and
       the Finance Committee.

    -- M. Jeannine Strandjord, former Senior Vice President and Chief
       Integration Officer of Sprint Corporation, the global communications
       company, and former Vice President, Finance and Expense Control, for
       Macy's Midwest. Ms. Strandjord serves on the Board's Audit Committee
       and Finance Committee.

Charming Shoppes has benefited immensely from the leadership of your Board. Over the past five fiscal years ended February 2, 2008, under Ms. Bern's stewardship, and with the full support of your Board, Charming Shoppes has:



    -- Delivered a total return to shareholders of approximately 105%,
       significantly outpacing the S&P 500 (63%) and more than double the
       Specialty Retail Index(1) (43%);

    -- Increased consolidated net sales 25%;

    -- Increased shareholder equity 34%;

    -- Built a platform and leadership position in women's plus apparel with
       three strong brands: Lane Bryant, Catherines and Fashion Bug; and,

    -- Successfully integrated and grown Lane Bryant to 896 stores from 647
       stores (an increase of 38%), increased sales by 36%, and expanded Lane
       Bryant's distribution channels to include e-commerce, outlets and
       catalog.


   YOUR BOARD IS COMMITTED TO ENHANCING VALUE FOR ALL SHAREHOLDERS THROUGH
                            CONTINUED EXECUTION OF
        CHARMING SHOPPES' FOCUSED MULTI-BRAND, MULTI-CHANNEL STRATEGY

Your Board believes that the continued execution of Charming Shoppes' focused strategic plan is in the best interests of the Company and its shareholders and provides the greatest opportunity to create long-term shareholder value. Charming Shoppes is the leader in women's specialty plus apparel and we remain confident in the continuing growth opportunities in our market, as well as our ability to gain market share and increase our relevance with our consumer, as we have done during the past several years.

To address the challenges of what continues to be a difficult environment for women's apparel retailers, your Board and management team have focused on the Company's core brands and taken strong and decisive actions to improve the Company's operational and financial performance to better position Charming Shoppes for the future. Over the last year, Charming Shoppes has:



    -- Streamlined operations by consolidating retail operating and marketing
       functions and eliminating approximately 200 full-time corporate and
       field management positions;

    -- Announced the closing of approximately 150 underperforming stores,
       including approximately 100 stores at the Fashion Bug chain, as well as
       the Petite Sophisticate retail concept;

    -- Tightened inventory levels through improved inventory management and
       aggressive promotional activities, reducing same store inventories by
       19% during the fiscal year ended February 2, 2008;

    -- Reduced its 2008 capital budget by more than $40 million, representing
       a 30% decrease from 2007 levels, through a significant reduction in the
       number of planned store openings;

    -- Strengthened and supported our Direct-to-Consumer business, through the
       successful launch of the Lane Bryant Woman(TM) catalog and by
       rationalizing catalog titles; and,

    -- Acquired the Lane Bryant credit file and re-issued 2.4 million new
       credit cards to Lane Bryant retail customers with an enhanced loyalty
       rewards program.

Your Board and management team, on an ongoing basis and with assistance from our independent financial advisors, evaluate the strategic direction that will best position Charming Shoppes to enhance shareholder value. This assessment includes an evaluation of the Company's operational and strategic plans, capital structure optimization targets and other possible strategic initiatives. Through this review, your management team has refined marketing strategies at each of our core retail brands with a greater emphasis on customer segmentation through the use of Customer Relationship Management tools. Additionally, the Company will continue to implement inventory initiatives allowing us to operate with lower levels of seasonal inventories which we expect will improve gross margins. Your Board and management team will continue to examine additional opportunities to further drive sales, enhance margins and profitability, and increase shareholder value.



  CHARMING SHOPPES' BOARD IS COMMITTED TO CONTINUING TO DELIVER VALUE TO ALL
                                 SHAREHOLDERS

Driving shareholder value is your Board's top priority and a responsibility that Charming Shoppes takes very seriously. In fiscal 2008, the Company repurchased $253 million of common stock. Furthermore, on November 8, 2007, we announced your Board's authorization of an additional $200 million share repurchase program, reflecting our great confidence in the future of this Company, and our commitment to creating shareholder value.

Your Board routinely evaluates opportunities to ensure the Company achieves continued success and enhances value for shareholders. As part of your Company's growth strategy, Charming Shoppes has focused on deploying excess capital in the most efficient manner possible, and we believe it is critical to strike an appropriate balance between returning capital to shareholders and maintaining balance sheet strength and financial flexibility, particularly in challenging environments, such as the one in which we are currently operating.



                 REJECT THE DISSIDENT GROUP AND ITS NOMINEES
              WHO WE BELIEVE HAVE A HIDDEN, SELF-SERVING AGENDA

Your Board strongly opposes the efforts of the dissident group to elect its hand-picked nominees to your Board. The dissident shareholder group has proposed a slate of three individuals, including two hedge fund representatives: one from Crescendo and another from Myca, in opposition to the three highly-qualified directors nominated by your Board. We believe that the dissident group's nominees do not have the necessary skills to assist Charming Shoppes in achieving continued growth, nor do they have any large public company retail experience. Further, two of their three candidates have limited operational and management experience. If elected, we believe their nominees would cause significant disruption and undermine Charming Shoppes' ability to continue executing its strategic plan.

We believe the dissidents have targeted your company for their own self- serving agenda. These funds have a history of destabilizing the companies in which they invest in order to generate short-term gains for themselves. We believe these hedge funds have failed to disclose their true plans and intentions for Charming Shoppes as well as other material information you need to know to make an informed decision on how to cast your vote. For this reason, your Board determined that it was necessary to bring a lawsuit against the dissidents so that they are compelled to disclose, fully and accurately, all of the information you, our shareholders, have the right to know.

You should be aware that in our lawsuit we assert that the Crescendo and Myca hedge funds have failed to tell you that electing and seating any of their nominees on Charming Shoppes' Board may violate federal antitrust laws. Arnaud Ajdler, a nominee of the Crescendo and Myca hedge funds, sits on the board of directors of Mothers Work, Inc., a direct competitor of Charming Shoppes headquartered a mere twenty minute drive from Charming Shoppes' headquarters. Federal law prohibits any person or his or her agent from simultaneously serving on the boards of directors of two competitors. If any of the hedge fund nominees are elected to your Board, they would have access to our most sensitive information, which we believe would be harmful to the Company and a violation of federal antitrust laws.

Our lawsuit also addresses the fact that the insurgents do not disclose that they may need to obtain the review and approval of federal banking regulators in connection with their proxy solicitation, and failing such approval, you may be disenfranchised. Our lawsuit asks the Court to enjoin the insurgent hedge funds from further use of materially misleading and incomplete documents in their campaign to elect their nominees. The purpose of our lawsuit is to ensure that Charming Shoppes shareholders are not misled into voting for any directors based on false and misleading information and to prevent the insurgent hedge funds from causing a violation of the federal antitrust laws by electing nominees to our board while one of their nominees serves on the board of one of our competitors.

We believe the dissident group's initiation of a disruptive and costly proxy contest at a time when Charming Shoppes is implementing a number of important actions to enhance the Company's prospects and profitability in the current retail environment only serves to interfere with the important progress we are making.



             CHARMING SHOPPES IS POSITIONED FOR CONTINUED GROWTH
                             AND A BRIGHT FUTURE

Your Board and management team are committed to acting in the best interests of all Charming Shoppes shareholders and have the necessary experience to navigate the Company through the challenging retail environment. We are dedicated to building sustainable value for all shareholders and positioning Charming Shoppes for profitable growth. We are confident that the continued implementation of our focused long-term multi-brand, multi-channel strategy and strategic initiatives will deliver outstanding results that our shareholders deserve.



YOUR VOTE IS IMPORTANT - RE-ELECT YOUR DIRECTORS BY VOTING THE GOLD PROXY CARD
                                    TODAY

Your vote is important, no matter how many or how few shares you own. To vote your shares, please sign, date and return the enclosed GOLD proxy card by mailing it in the enclosed pre-addressed, stamped envelope. You may also vote by phone or Internet by following the instructions on the enclosed proxy card. If you have any questions or need any assistance voting your shares, please contact MacKenzie Partners, Inc., which is assisting the Company in this matter, toll-free at (800) 322-2885 or charming@mackenziepartners.com.

On behalf of the Board of Directors, we thank you for your continued support of Charming Shoppes.



    Sincerely,

    /s/                                     /s/

    Dorrit J. Bern                          Katherine M. Hudson
    Chairman, Chief Executive Officer       Lead Independent
    and President                           Director


  If you have any questions, require assistance with voting your GOLD proxy
   card, or need additional copies of proxy material, please call MacKenzie
                    Partners at the numbers listed below.

                              105 Madison Avenue
                              New York, NY 10016

                        charming@mackenziepartners.com

                        (212) 929-5500 (Call Collect)
                                      Or
                          (800) 322-2885 (Toll-Free)

At February 2, 2008, Charming Shoppes, Inc. operated 2,409 retail stores in 48 states under the names LANE BRYANT(R), FASHION BUG(R), FASHION BUG PLUS(R), CATHERINES PLUS SIZES(R), LANE BRYANT OUTLET(R), PETITE SOPHISTICATE(R) and PETITE SOPHISTICATE OUTLET(R). Apparel, accessories, footwear and gift catalogs, including the following titles, are operated by Charming Shoppes' Crosstown Traders: Lane Bryant Woman, Old Pueblo Traders, Bedford Fair, Willow Ridge, Lew Magram, Brownstone Studio, Intimate Appeal, Monterey Bay Clothing Company, Coward Shoe and Figi's. Please visit http://www.charmingshoppes.com for additional information about Charming Shoppes, Inc.

This press release contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Such forward- looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to: the failure to effectively implement the Company's plans for consolidation of the Catherines Plus Sizes brand, a new organizational structure and enhancements in the Company's merchandise and marketing, the failure to generate a positive response to the Company's new Lane Bryant catalog and the Lane Bryant credit card program, the failure to implement the Company's business plan for increased profitability and growth in the Company's retail stores and direct-to-consumer segments, the failure to successfully implement the Company's expansion of Cacique through new store formats, the failure of changes in management to achieve improvement in the Company's competitive position, the failure to successfully implement the Company's integration of operations of, and the business plan for, Crosstown Traders, Inc., adverse changes in costs vital to catalog operations, such as postage, paper and acquisition of prospects, declining response rates to catalog offerings, failure to maintain efficient and uninterrupted order- taking and fulfillment in our direct-to-consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, escalation of energy costs, a weakness in overall consumer demand, failure to find suitable store locations, increases in wage rates, the ability to hire and train associates, trade and security restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow from the Company's centralized distribution facilities, competitive pressures, and the adverse effects of natural disasters, war, acts of terrorism or threats of either, or other armed conflict, on the United States and international economies. These, and other risks and uncertainties, are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2008 and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Additional Information

On April 2, 2008, Charming Shoppes, Inc. began the process of mailing its definitive proxy statement, together with a GOLD proxy card. Charming Shoppes' shareholders are strongly advised to read Charming Shoppes' proxy statement as it contains important information. Shareholders may obtain an additional copy of Charming Shoppes' definitive proxy statement and any other documents filed by Charming Shoppes with the Securities and Exchange Commission for free at the Securities and Exchange Commission's website at http://www.sec.gov. Copies of the definitive proxy statement are available for free at Charming Shoppes' website at http://www.charmingshoppes.com. In addition, copies of Charming Shoppes' proxy materials may be requested by contacting the Company's proxy solicitor, MacKenzie Partners, Inc. at 1-800-322-2885 or via email at charming@mackenziepartners.com. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of Charming Shoppes' shareholders is available in Charming Shoppes' definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2008.

(1) Specialty Retail Index includes Ann Taylor, Cato, Chico's, Christopher

& Banks, Deb Shops and Dress Barn.

SOURCE Charming Shoppes, Inc.