FIRST AMENDMENT TO CHICO'S FAS, INC.
                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

      This First Amendment to the Chico's FAS, Inc. Non-Employee Directors'
Stock Option Plan, which effectively eliminates the ability to set the option
price at below fair market value, eliminates discretionary option grants from
the Plan, and requires stockholder approval of certain plan amendments, is
hereby adopted, the 20th day of August, 1999, but effective retroactive to the
date of initial adoption of the Non-Employee Directors' Stock Option Plan (i.e.
October 9, 1998), as follows:

      1. Section 2.4 of the Plan is hereby amended in its entirety to read as
follows:

                  2.4   [Reserved]

      2. Section 3.4 of the Plan is hereby amended in its entirety to read as
follows:

                  3.4 AMENDMENT OF THE PLAN; TERMINATION. The Board may, insofar
            as permitted by law, from time to time, with respect to any shares
            of Common Stock at the time not subject to Options, suspend,
            discontinue or terminate the Plan or revise or amend it in any
            respect whatsoever, except that, without approval of the
            stockholders of the Company, no such revision or amendment shall
            change the number of shares subject to the Plan, change the
            designation of the class of persons eligible to receive Options,
            decrease the price at which Options may be granted, otherwise
            materially increase the benefits accruing to non-employee directors
            under the Plan, or remove the administration of the Plan from the
            Committee. The foregoing prohibitions shall not be affected by
            adjustments in shares and purchase price made in accordance with the
            provisions of Section 3.1.