CHICOS FAS INC
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2051164zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1


                     FIFTH 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,
a Second Amendment thereto, a Third Amendment thereto and a Fourth Amendment
thereto (collectively, the "Plan"); and

      WHEREAS, pursuant to Section 8.4 of the Plan, the Company's Board of
Directors has 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 to provide
that no stock adjustments of the type contemplated by Section 8.1 of the Plan
will result in a change in the maximum number of shares which a participant can
purchase or a change in the $125 number which appears in Section 5.3(b) and has
determined that the amendments do not require the approval of the stockholders
of this Company.

      NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as
follows:

      1. The last sentence of Section 5.3(b) of the Plan is hereby amended by
deleting the current last sentence and substituting in its place the following:

            Notwithstanding the provisions of Section 8.1, no stock adjustment
            referred to therein shall operate to change (i) 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, (ii) from eight hundred
            (800) the maximum number of shares that may be subscribed for by an
            Eligible Employee in any offering, or (iii) from One Hundred Twenty
            Five Dollars ($125.00) the dollar amount used in computing the
            number of shares to which an Eligible Employee is entitled to
            subscribe in each offering.


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