ITEM 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2008, the Board of Directors of Trans World Entertainment Corporation (the "Company") approved an amendment to the Trans World Entertainment Corporation Supplemental Executive Retirement Plan (the "Plan") in order to bring the Plan into documentary compliance with Section 409A of the Internal Revenue Code of 1986, as amended. In summary, the early retirement benefit under the Plan was eliminated, benefits will be payable only following separation from service of a participant, and benefits payable under the Plan will be deferred until the earlier of six months following separation from service or death of the participant. The foregoing summary is qualified in its entirety by reference to the amendment, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS. The following are furnished as Exhibits to this Report:

Exhibit
No. Description

10.1 Trans World Entertainment Corporation Supplemental Executive Retirement Plan.

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