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                                                                    EXHIBIT 10.4

                                CHICO'S FAS, INC.
                      2002 OMNIBUS STOCK AND INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT
                                  FOR DIRECTOR

  CAPITALIZED TERMS NOT DEFINED HEREIN HAVE THE MEANING GIVEN SUCH TERMS IN THE
            CHICO'S FAS, INC. 2002 OMNIBUS STOCK AND INCENTIVE PLAN.

         This Restricted Stock Agreement (the "Agreement") is dated as of
January 31, 2005 (the "Grant Date"), and is entered into between Chico's FAS,
Inc., a Florida corporation (the "Company"), and ____________________ (the
"Director").

         WHEREAS, the Board of Directors of the Company (the "Board") is
authorized to make grants of Restricted Stock under the Company's 2002 Omnibus
Stock and Incentive Plan, as amended (the "Plan");

         WHEREAS, on or about January 28, 2005, the Board approved the grant,
pursuant to the Plan, Restricted Stock to the Director on the Grant Date
provided that the Director continued in the capacity as a Director of the
Company on the Grant Date;

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises set forth below, the parties hereto agree as follows:

         1. GRANT OF RESTRICTED STOCK. The Company hereby grants to the Director
all rights, title and interest in the record and beneficial ownership of
_______________(###,###) shares of common stock, $.01 par value per share, of
the Company ("Common Stock") subject to the conditions described in Paragraphs 5
and 6 as well as the other provisions of this Restricted Stock Agreement (the
"Restricted Stock"). The Restricted Stock is granted pursuant to and to
implement in part the Chico's FAS, Inc. 2002 Omnibus Stock and Incentive Plan
(as amended and in effect from time to time, the "Plan") and is subject to the
provisions of the Plan, which is hereby incorporated herein and is made a part
hereof, as well as the provisions of this Restricted Stock Agreement. The
Director agrees to be bound by all of the terms, provisions, conditions and
limitations of the Plan and this Restricted Stock Agreement. All capitalized
terms have the meanings set forth in the Plan unless otherwise specifically
provided in this Restricted Stock Agreement. All references to specified
paragraphs pertain to paragraphs of this Restricted Stock Agreement unless
otherwise specifically provided.

         2. NO TRANSFER OF UNVESTED SHARES. During the period that any shares of
Restricted Stock are unvested as set forth in Paragraphs 3, 4, 5 and 6, such
unvested shares shall not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of, other than by will, the laws of descent and
distribution, by qualified domestic relations order or as expressly provided for
in Paragraph 3. No right or benefit hereunder shall in any manner be liable for
or subject to any debts, contracts, liabilities, or torts of the Director.

         3. CUSTODY OF RESTRICTED STOCK. The shares of Restricted Stock will be
issued in the name of the Director and deposited with the Plan Administrator as
escrow agent (the


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"Escrow Agent") together with a stock power endorsed in blank by the Director,
and will not be sold, assigned, transferred, pledged or otherwise disposed of or
encumbered unless and until the expiration of the Restriction Period set forth
in Paragraph 5 and satisfaction of the vesting conditions set forth in Paragraph
5 or the occurrence of any of the events contemplated by Paragraphs 6(b), 6(c) ,
6(d) or 6(e). Notwithstanding the foregoing, while such restrictions remain in
effect, the Director may transfer the shares of Restricted Stock to a trust
created by such Director for the benefit of the Director and the Director's
family as part of the Director's estate planning program, provided that prior to
any such transfer, (a) the Director must submit to the Company a legal opinion
of the Director's counsel, satisfactory to the Board, that the transfer to such
trust and the holdings of the shares of Restricted Stock by such trust shall
have no adverse tax or securities law consequences for the Company and (b) the
trust must execute and deliver to the Company a joinder to this Agreement,
satisfactory to the Board, which shall, among other things, acknowledge the
terms of the grant of the Restricted Stock and the restrictions on transfer of
the shares of Restricted Stock imposed and established pursuant to the terms of
this Agreement and the Plan and the trust must continue the deposit of the
shares of Restricted Stock with the Escrow Agent and deposit with the Escrow
Agent a stock power endorsed in blank by the trustee on behalf of the trust. The
Company may instruct the transfer agent for its Common Stock to place a legend
on the certificates representing the shares of Restricted Stock or otherwise
reflect in its records the restrictions on transfer set forth in this Agreement
and the Plan. The certificate or certificates representing such shares of
Restricted Stock will not be delivered by the Escrow Agent to the Director
unless and until the shares of Restricted Stock have vested and all other terms
and conditions in this Agreement and the Plan have been satisfied.

         4. RISK OF FORFEITURE. Subject to Paragraphs 6(b), 6(c), 6(d) and 6(e),
should the Director's position as a director of the Company terminate prior to
the end of the Restriction Period set forth in Paragraph 5, the Director shall
forfeit the right to receive the Restricted Stock that would otherwise have
vested at the end of the Restriction Period. The Director hereby appoints the
Escrow Agent with full power of substitution, as the Director's true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf
of the Director to take any action and execute all documents and instruments,
including, without limitation, stock powers which may be necessary to transfer
the certificate or certificates evidencing such unvested shares of Restricted
Stock to the Company upon such forfeiture.

         5. VESTING DATES. Subject to Paragraph 6, the restrictions applicable
to the Restricted Stock will lapse as follows: (i) the restrictions as to
one-third of the Restricted Stock will lapse one year after the Grant Date; (ii)
the restrictions as to an additional one-third of the Restricted Stock will
lapse two years after the Grant Date; and (iii) the restrictions as to the
remaining one-third of the Restricted Stock will lapse three years after the
Grant Date. The table below sets forth such lapse date for the Restricted Stock:



     NUMBER OF SHARES            DATE RESTRICTIONS
     OF COMMON STOCK                   LAPSE
---------------------------------------------------
                                  January 31, 2006
                                  January 31, 2007
                                  January 31, 2008

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         6. TERMINATION OF SERVICE; CHANGE IN CONTROL. Voluntary or involuntary
termination of service as a director, retirement, death or disability of the
Director, or occurrence of a Change in Control, shall affect the Director's
rights under this Restricted Stock Agreement as follows:

            a. Voluntary Termination or Termination for Cause. If, other than as
specified below, the Director voluntarily terminates service as a director of
the Company or if the Director's position as a director of the Company is
terminated by the Company for cause prior to the last day of the Restriction
Period, then the Director shall forfeit the right to receive all shares of
Restricted Stock.

            b. Termination Without Cause. If, other than as specified below, the
Director's position as a director is terminated by the Company without cause
prior to the last day of the Restriction Period, then immediately such number of
shares of nonvested Restricted Stock equal to the Accelerated Portion shall
fully vest, all restrictions (other than those described in Paragraph 10)
applicable to the Accelerated Portion of the nonvested Restricted Stock shall
terminate, the Company shall release from escrow or trust and shall issue and
deliver to the Director a certificate or certificates for the Accelerated
Portion of the nonvested Restricted Stock and the Director shall forfeit the
right to receive all shares of the nonvested Restricted Stock in excess of the
Accelerated Portion. For these purposes, the "Accelerated Portion" shall be
equal to the number of shares which is the product of (i) a fraction, the
numerator of which is the number of completed months elapsed beginning on the
Grant Date and ending on the date of termination of service as a director of the
Company and the denominator of which is the total number of months in the
Restriction Period, multiplied by (ii) the total number of shares of nonvested
Restricted Stock immediately prior to the date of termination of service as a
director of the Company.

            c. Change in Control. If a Change in Control shall occur, then
immediately all nonvested Restricted Stock shall fully vest, all restrictions
(other than those described in Paragraph 10) applicable to such Restricted Stock
shall terminate and the Company shall release from escrow or trust and shall
issue and deliver to the Director a certificate or certificates for all shares
of Restricted Stock.

            d. Death or Disability. If the Director's position as a director of
the Company is terminated by death or disability, then immediately all nonvested
Restricted Stock shall fully vest, all restrictions (other than described in
Paragraph 10) applicable to Restricted Stock shall terminate and the Company
shall release from escrow or trust and shall issue and deliver to the Director,
or in the case of death, to the person or persons to whom the Director's rights
under this Restricted Stock Agreement shall pass by will or by the applicable
laws of descent and distribution, or in the case of Disability, to the
Director's personal representative, a certificate or certificates for all
Restricted Stock.

            e. Retirement. If the Director's position as a director of the
Company is terminated by retirement prior to the last day of the Restriction
Period, then immediately such number of shares of nonvested Restricted Stock
equal to the Accelerated Portion shall fully vest, all restrictions (other than
those described in Paragraph 10) applicable to the Accelerated Portion


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of the nonvested Restricted Stock shall terminate, the Company shall release
from escrow or trust and shall issue and deliver to the Director a certificate
or certificates for the Accelerated Portion of the nonvested Restricted Stock
and the Director shall forfeit the right to receive all shares of the nonvested
Restricted Stock in excess of the Accelerated Portion. For these purposes, the
"Accelerated Portion" shall be equal to the number of shares which is the
product of (i) a fraction, the numerator of which is the number of completed
months elapsed beginning on the Grant Date and ending on the date of termination
of service as a director of the Company and the denominator of which is the
total number of months in the Restriction Period, multiplied by (ii) the total
number of shares of nonvested Restricted Stock immediately prior to the date of
termination of the Director's position as a director of the Company. For these
purposes, the Director's position as a director of the Company will be
considered to be terminated by "retirement" if the Director has (i) reached age
55, and, (ii) the Director's combined age and years of service with the Company
as a director is equal to 65 or greater.

         7. OWNERSHIP RIGHTS. Subject to the restrictions set forth herein and
subject to Paragraph 9, the Director is entitled to all voting and ownership
rights applicable to the Restricted Stock, including the right to receive any
dividends that may be paid on Restricted Stock, whether or not vested.

         8. REORGANIZATION OF COMPANY AND SUBSIDIARIES. The existence of this
Restricted Stock Agreement shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Restricted Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

         9. ADJUSTMENT OF SHARES. In the event of stock dividends, spin-offs of
assets or other extraordinary dividends, stock splits, combinations of shares,
recapitalizations, mergers, consolidations, reorganizations, liquidations,
issuances of rights or warrants and similar transactions or events involving the
Company ("Recapitalization Events"), then for all purposes references herein to
Common Stock or to Restricted Stock shall mean and include all securities or
other property (other than cash) that holders of Common Stock of the Company are
entitled to receive in respect of Common Stock by reason of each successive
Recapitalization Event, which securities or other property (other than cash)
shall be treated in the same manner and shall be subject to the same
restrictions as the underlying Restricted Stock.

         10. CERTAIN RESTRICTIONS. By accepting the Restricted Stock, the
Director agrees that if at the time of delivery of certificates for shares of
Restricted Stock issued hereunder any sale of such shares is not covered by an
effective registration statement filed under the Securities Act of 1933 (the
"Act"), the Director will acquire the Restricted Stock for the Director's own
account and without a view to resale or distribution in violation of the Act or
any other securities law, and upon any such acquisition the Director will enter
into such written representations, warranties and agreements as the Company may
reasonably request in order to comply with the Act or any other securities law
or with this Restricted Stock Agreement.

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         11. AMENDMENT AND TERMINATION. No amendment or termination of this
Restricted Stock Agreement which would impair the rights of the Director shall
be made by the Board or the Plan Administrator at any time without
the written consent of the Director. No amendment or termination of the Plan
will adversely affect the right, title and interest of the Director under this
Restricted Stock Agreement or to Restricted Stock granted hereunder without the
written consent of the Director.

         12. NO GUARANTEE OF CONTINUED POSITION AS A DIRECTOR. This Restricted
Stock Agreement shall not confer upon the Director any right with respect to
continuance of the Director's position as a director of the Company or other
service with the Company or any subsidiary, nor shall it interfere in any way
with any right the Company or any subsidiary would otherwise have to terminate
such Director's position as a director of the Company or other service at any
time.

         13. WITHHOLDING OF TAXES. The Company shall have the right to (i) make
deductions from the number of shares of Restricted Stock otherwise deliverable
upon satisfaction of the conditions precedent under this Restricted Stock
Agreement (and other amounts payable under this Restricted Stock Agreement) in
an amount sufficient to satisfy withholding of any federal, state or local taxes
required by law, or (ii) take such other action as may be necessary or
appropriate to satisfy any such tax withholding obligations.

         14. NO GUARANTEE OF TAX CONSEQUENCES. Neither the Company nor any
subsidiary nor the Plan Administrator makes any commitment or guarantee that any
federal or state tax treatment will apply or be available to any person eligible
for benefits under this Restricted Stock Agreement.

         15. SEVERABILITY. In the event that any provision of this Restricted
Stock Agreement shall be held illegal, invalid, or unenforceable for any reason,
such provision shall be fully severable, but shall not affect the remaining
provisions of this Restricted Stock Agreement and this Restricted Stock
Agreement shall be construed and enforced as if the illegal, invalid, or
unenforceable provision had never been included herein.

         16. GOVERNING LAW. The Restricted Stock Agreement shall be construed in
accordance with the laws of the State of Florida to the extent federal law does
not supersede and preempt Florida law.

         17. ELECTRONIC DELIVERY AND SIGNATURES. The Director hereby consents
and agrees to electronic delivery of any Plan documents, proxy materials, annual
reports and other related documents. If the Company establishes procedures for
an electronic signature system for delivery and acceptance of Plan documents
(including documents relating to any programs adopted under the Plan), the
Director hereby consents to such procedures and agrees that his or her
electronic signature is the same as, and shall have the same force and effect
as, his or her manual signature. The Director consents and agrees that any such
procedures and delivery may be effected by a third party engaged by the Company
to provide administrative services related to the Plan, including any program
adopted under the Plan.

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         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement effective as of the Grant Date.


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<Caption>
ACKNOWLEDGED AND AGREED TO                                        CHICO'S FAS, INC.
<S>                                                         <C>
This _______ day of ________________, 20___.
                                                                  By: _______________________________
                                                                    Charles Kleman - Chief Financial Officer
_____________________________________
Director
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