THIRD AMENDMENT TO CHICO'S FAS, INC.
                      1993 EMPLOYEE STOCK PURCHASE PLAN


      WHEREAS, CHICO'S FAS, INC. (the "Company") has previously adopted the
Chico's FAS, Inc. 1993 Employee Stock Purchase Plan, a First Amendment thereto
and a Second Amendment thereto (collectively, the "Plan"); and

      WHEREAS, pursuant to Section 8.4 of the Plan, the Company's Board of
Directors have retained the right to amend the Plan in certain respects without
the approval of the stockholders of the Company; and

      WHEREAS, the Company's Board of Directors deems it advisable and in the
best interests of the Company and its stockholders to amend the Plan and has
determined that the amendment does not require the approval of the stockholders
of this Company.

      NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as
follows, effective upon the payment and distribution by the Company of the 2 for
1 stock split of its common stock approved and adopted by the Board of Directors
on December 14, 1999:

      1. Section 5.3 (b) of the Plan is hereby amended in its entirety to read
as follows:

                  (b) In each offering, an Eligible Employee shall be entitled
      to subscribe for a total number of shares of Common Stock equal to one
      share for each One Hundred Twenty-Five Dollars ($125.00) of Compensation
      paid to him for the calendar year immediately preceding the year in which
      the offering occurs. However, no Eligible Employee shall be entitled to
      subscribe in any offering to more than eight hundred (800) shares or (for
      those Eligible Employees who are entitled to purchase at least ten (10)
      shares) fewer than ten (10) shares. Notwithstanding the provisions of
      Section 8.1, no stock adjustment referred to therein shall operate to
      change from ten (10) the minimum number of shares required to be
      subscribed for by an Eligible Employee in any offering in order for such
      Eligible Employee to participate in such offering.