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                                                                  EXHIBIT 10.28

                               CHICO'S FAS, INC.
                       2002 EMPLOYEE STOCK PURCHASE PLAN

                           APPROVED FEBRUARY 8, 2002


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                            CHICO'S FAS, INC.
                    2002 EMPLOYEE STOCK PURCHASE PLAN

<TABLE>
<S>      <C>      <C>                                                                                      <C>
ARTICLE 1............................................................................................       1
         ESTABLISHMENT, PURPOSE AND SHARES COVERED...................................................       1
                  1.1     Plan Established...........................................................       1
                  1.2     Purpose....................................................................       1
                  1.3     Shares Covered; Annual Adjustment..........................................       1
                  1.4     Source of Shares...........................................................       1
                  1.5     Section 423 Plan...........................................................       1

ARTICLE 2............................................................................................       1
         DEFINITIONS.................................................................................       1
                  2.1     "Account"..................................................................       2
                  2.2     "Board" or "Board of Directors"............................................       2
                  2.3     "Code".....................................................................       2
                  2.4     "Committee"................................................................       2
                  2.5     "Common Stock".............................................................       2
                  2.6     "Company"..................................................................       2
                  2.7     "Compensation".............................................................       2
                  2.8     "Eligible Employee"........................................................       2
                  2.9     "Fair Market Value"........................................................       2
                  2.10    "Offering Period"..........................................................       3
                  2.11    "Participant"..............................................................       3
                  2.12    "Plan".....................................................................       3
                  2.13    "Plan Administrator".......................................................       3
                  2.14    "Purchase Documents".......................................................       3
                  2.15    "Section 423"..............................................................       3
                  2.16    "Securities Exchange Act of 1934" .........................................       3
                  2.17    "Shares"...................................................................       3
                  2.18    "Subsidiary"...............................................................       3

ARTICLE 3............................................................................................       3
         ADMINISTRATION..............................................................................       3
                  3.1     Committee..................................................................       3
                  3.2     Organization...............................................................       4
                  3.3     Power and Authority........................................................       4
                  3.4     No Liability; Indemnification..............................................       4
</TABLE>


<PAGE>

<TABLE>
<S>      <C>      <C>                                                                                      <C>
ARTICLE 4............................................................................................       5
         EMPLOYEES ELIGIBLE TO PARTICIPATE...........................................................       5
                  4.1     General Eligibility Standards..............................................       5
                  4.2     Certain Exclusions.........................................................       5

ARTICLE 5...........................................................................................        6
         OFFERING PERIODS; PURCHASE PRICE; NUMBER OF SHARES OFFERED.................................        6
                  5.1     Offering Periods..........................................................        6
                  5.2     Number of Shares Available for Purchase...................................        6
                  5.3     Purchase Price Generally..................................................        6
                  5.4     Alternative Purchase Price................................................        6
                  5.5     Number of Shares Offered to Eligible Employees............................        6

ARTICLE 6...........................................................................................        7
         PARTICIPATION AND PAYMENT..................................................................        7
                  6.1     Election To Participate...................................................        7
                  6.2     No Revocation of Election.................................................        8
                  6.3     No Interest...............................................................        8
                  6.4     Custodial Safekeeping Arrangement.........................................        8
                  6.5     Delivery of Certificates Representing Shares..............................        9
                  6.6     Rights as Stockholder.....................................................        9
                  6.7     Termination of Employment.................................................        9
                  6.8     Rights Not Transferable...................................................        9

ARTICLE 7...........................................................................................       10
         PAYROLL DEDUCTIONS.........................................................................       10
                  7.1     Election of Payroll Deduction............................................        10
                  7.2     Maintenance of Accounts..................................................        10
                  7.3     Use of Accounts To Purchase Common Stock.................................        10
                  7.4     Withdrawals..............................................................        10

ARTICLE 8..........................................................................................        11
         MISCELLANEOUS.............................................................................        11
                  8.1     Stock Adjustments........................................................        11
                  8.2     Necessity for Delay......................................................        12
                  8.3     Term of Plan.............................................................        12
                  8.4     Amendment of the Plan; Termination.......................................        12
                  8.5     Application of Funds.....................................................        12
                  8.6     No Obligation to Participate.............................................        12
                  8.7     No Implied Rights to Employees...........................................        12
                  8.8     Withholding..............................................................        13
</TABLE>


<PAGE>

<TABLE>
<S>               <C>     <C>                                                                              <C>
                  8.9     Participants' Personal Tax Responsibilities..............................        13
                  8.10    Designation of Beneficiary...............................................        13
                  8.11    Choice of Law............................................................        13
                  8.12    Effective Date of Plan; Stockholder Approval.............................        13
</TABLE>


<PAGE>

                               CHICO'S FAS, INC.
                       2002 EMPLOYEE STOCK PURCHASE PLAN

                                   ARTICLE 1

                   ESTABLISHMENT, PURPOSE AND SHARES COVERED

         1.1      Plan Established. Chico's FAS, Inc. (the "Company") hereby
establishes an employee stock purchase plan, subject to the terms and
conditions set forth herein, to be known as the Chico's FAS, Inc. 2002 Employee
Stock Purchase Plan (the "Plan").

         1.2      Purpose. The purpose of the Plan is to provide eligible
employees of the Company and its subsidiaries with a convenient way to purchase
of the Company's stock, in order to provide an incentive for their continued
employment and to enhance such employees' sense of participation in the affairs
of the Company and interest in assuring the continued success of the Company.

         1.3      Shares Covered; Annual Adjustment. Subject to adjustment as
provided in this Section 1.3 and elsewhere in the Plan, the maximum number of
shares of Common Stock that may be offered under the Plan is 400,000. On the
first day of each new fiscal year, the aggregate number of shares that may be
offered under the Plan shall be increased automatically by a number of shares
equal to (1) one-half of one percent (1/2%) of the Company's total outstanding
shares as of the last day of the immediately preceding fiscal year or (2) such
lesser number of shares (which may be zero) as may be specified by the Board of
Directors prior to the last day of such preceding fiscal year.

         1.4      Source of Shares. The shares subject to the Plan and issued
under the Plan may be authorized and previously unissued shares or may be
previously issued shares acquired in the open market or from other sources.

         1.5      Section 423 Plan. It is the intention of the Company to have
the Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of such Section 423. Any term not
expressly defined in the Plan but defined for purposes of such Section 423
shall have the same definition in the Plan, unless a different meaning is
clearly required by the context.

                                   ARTICLE 2


February 8, 2002          Chico's FAS, Inc. 2002 ESPP                     Page 1


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                                  DEFINITIONS

        The following words and terms as used in the Plan shall have that
meanings set forth therefor in this Article 2 unless a different meaning is
clearly required by the context. Whenever appropriate, words used in the
singular shall be deemed to include the plural and vice versa, and the
masculine gender shall be deemed to include the feminine gender.

         2.1      "Account" shall mean the payroll deduction account maintained
for an electing Eligible Employee as provided in Article 7.

         2.2      "Board" or "Board of Directors" shall mean the Board of
Directors of the Company.

         2.3      "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated thereunder.
Reference to a specific section of the Code shall include a reference to any
successor or replacement provision.

         2.4      "Committee" shall mean the Compensation and Benefits
Committee of the Board.

         2.5      "Common Stock" shall mean the common stock, par value $.01
per share, of the Company.

         2.6      "Company" shall mean Chico's FAS, Inc., a Florida
corporation, and any successor.

         2.7      "Compensation" shall mean an Eligible Employee's regular
salary and wages, overtime pay, bonuses and commissions (in all cases, before
any reduction for elective contributions to any Code Section 401(k) or Code
Section 125 Plan), but shall not include credits or benefits under the Plan, or
any amount contributed by the Company to any pension, profit sharing or
employee stock ownership plan, or any employee welfare, life insurance or
health insurance plan or arrangement, or any deferred compensation plan or
arrangement.

         2.8      "Eligible Employee" shall mean any individual employed by the
Company or any Subsidiary who meets the eligibility requirements and is not
excluded under the limitations set forth in Article 4. The Committee shall have
the sole power to determine who is and who is not an Eligible Employee.

         2.9      "Fair Market Value" of a share of Common Stock means, as of
any date, the value of a share of the Common Stock determined as follows:

                  (a)      if the Common Stock is publicly traded and is then
                           listed on a national securities exchange, its
                           closing price on the date of determination on the
                           principal national securities exchange on which the
                           Common Stock is listed or admitted to trading


February 8, 2002            Chico's FAS, Inc. 2002 ESPP                   Page 2

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                           as reported in The Wall Street Journal or such other
                           source as the Committee deems reliable;

                  (b)      if the Common Stock is then quoted on the Nasdaq
                           National Market or Nasdaq SmallCap Market, its
                           closing price on such market on the date of
                           determination as reported in The Wall Street Journal
                           or such other source as the Committee deems
                           reliable;

                  (c)      if the Common Stock is publicly traded but is not
                           quoted on the Nasdaq National Market or the Nasdaq
                           SmallCap Market and is not listed or admitted to
                           trading on a national securities exchange, the
                           average of the closing bid and asked prices on the
                           date of determination as reported in The Wall Street
                           Journal or such other source as the Committee deems
                           reliable; or

                  (d)      if none of the foregoing is applicable, by the
                           Committee in good faith.

         2.10     "Offering Period" shall mean any of the periods during which
subscriptions for Shares may be tendered, as more particularly described in
Section 5.1.

         2.11     "Participant" shall mean an Eligible Employee who has become
a participant in the Plan through the purchase of Shares in accordance with the
provisions of the Plan.

         2.12     "Plan" shall mean this Chico's FAS, Inc. 2002 Employee Stock
Purchase Plan, as set forth herein and as amended from time to time.

         2.13     "Plan Administrator" shall mean the Company's Vice President
- Human Resources, or such other person designated by the Committee to act as
Plan Administrator.

         2.14     "Purchase Documents" shall mean the documents as defined in
Section 6.1.

         2.15     "Section 423" shall mean Section 423 of the Code, or any
amendment thereto, or any replacement or successor statute of similar import.

         2.16     "Securities Exchange Act of 1934" shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, or any successor or replacement statute or regulation of similar
import.

         2.17     "Shares" shall mean shares of the Common Stock.

         2.18     "Subsidiary" shall mean any corporation that at the time
qualifies as a subsidiary of the Company under the definition of "subsidiary
corporation" contained in Section 424(f) of the Code.


February 8, 2002           Chico's FAS, Inc. 2002 ESPP                    Page 3

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                                   ARTICLE 3

                                 ADMINISTRATION

         3.1      Committee. The Plan shall be administered by the Committee,
or if no Committee is appointed and serving as provided herein, by the full
Board of Directors. The Committee shall consist of not less than two (2) nor
more than five (5) persons, each of whom shall be a member of the Board and a
"disinterested person" (as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934), and none of whom shall be eligible to
participate under the Plan. The Board of Directors may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee,
howsoever caused, shall be filled by the Board of Directors.

         3.2      Organization. The Committee shall select one of its members
as chairman, and shall hold meetings at such times and places as it may
determine. The acts of a majority of the Committee in meetings at which a
quorum is present, or acts reduced to or approved in writing by a majority of
the members of the Committee, shall be valid acts of the Committee.

         3.3      Power and Authority. Subject to the provisions of the Plan,
the Committee shall have full authority, in its discretion: (a) to determine
the employees of the Company and its Subsidiaries who are eligible to
participate in the Plan; (b) to determine the purchase price of the Common
Stock being offered; and (c) to interpret the Plan, and to prescribe, amend and
rescind rules and regulations with respect thereto. The interpretation and
construction by the Committee of any provision of the Plan over which it has
discretionary authority shall be final and conclusive. All actions and policies
of the Committee shall be consistent with the qualification of the Plan at all
times as an employee stock purchase plan under Section 423 of the Code.

         3.4      No Liability; Indemnification. No member of the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan. To the fullest extent permitted by law, each person who is or
shall have been a member of the Committee shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit, or proceeding to which he or
she may be a party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan and against and from any and all
amounts paid by him or her in settlement thereof, with the Company's approval,
or paid by him or her in satisfaction of any judgment in any such action, suit,
or proceeding against him or her, provided that the person shall give the
Company an opportunity, at its own expense, to handle and defend the same
before the person undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, by contract or under a policy
of insurance, as a matter of law, or otherwise, or any power that the Company
may have to indemnify them or hold them harmless.


February 8, 2002           Chico's FAS, Inc. 2002 ESPP                    Page 4


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                                   ARTICLE 4

                       EMPLOYEES ELIGIBLE TO PARTICIPATE

         4.1      General Eligibility Standards. Any person, including any
officer but not a person who is solely a director, who is employed by the
Company or any Subsidiary on the first day of an Offering Period is eligible to
participate in the Plan with respect to that offering, except (a) a person who
has been employed less than one year; (b) a person whose customary employment
is 20 hours or fewer per week; and (c) a person whose customary employment is
for not more than five months in any calendar year.

         4.2      Certain Exclusions. Notwithstanding any provision of the Plan
to the contrary, no person shall be eligible to participate in the Plan, to
subscribe for or purchase any Common Stock under the Plan if:

                  (a)      immediately after the subscription, the person,
together with any other person whose stock would be attributed to such employee
pursuant to Section 424(d) of the Code, would own stock and/or hold outstanding
options to purchase stock, possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company or of any Subsidiary (as
determined in accordance with the provisions of Section 423(b)(3) of the Code);

                  (b)      the subscription would provide the person rights to
purchase shares under all employee stock purchase plans of the Company and any
parent and subsidiary corporations to accrue at a rate that exceeds $25,000 of
Fair Market Value of such shares (or such other limit as may be imposed by the
Code), determined at the time such right to subscribe accrues, in respect of
any calendar year in which such right to subscribe is outstanding at any time;

                  (c)      the person provides services to the Company or any
of its Subsidiaries as an independent contractor who is reclassified as a
common law employee for any reason except for federal income and employment tax
purposes;

                  (d)      the subscription is otherwise prohibited by law; or

                  (e)      the person's employment is terminated for any reason
prior to the time revocation or cancellation of participation in an Offering is
prohibited under Section 6.2 (in which event such person no longer shall be an
Eligible Employee and any previous subscription for Shares in such Offering
Period shall be null and void).


February 8, 2002           Chico's FAS, Inc. 2002 ESPP                    Page 5


<PAGE>

                                   ARTICLE 5

           OFFERING PERIODS; PURCHASE PRICE; NUMBER OF SHARES OFFERED

         5.1      Offering Periods. There shall be 20 Offering Periods under
the Plan. The first Offering Period shall commence on July 1, 2002 and shall
conclude on July 31, 2002. The second Offering Period shall commence on
September 1, 2002 and shall conclude on September 30, 2002. Thereafter, a
separate Offering Period shall commence on the first day and conclude on the
last day of the months of March and September in each of the years 2003 through
2011, inclusive.

         5.2      Number of Shares Available for Purchase. Subject to the other
terms and conditions of the Plan limiting the number of Shares which may be
purchased hereunder, there shall be no limit on the aggregate number of Shares
for which subscriptions may be made with respect to any particular Offering
Period. The right of an Eligible Employee to subscribe for Shares in an
Offering Period shall not accrue until the first day of that Offering Period.

         5.3      Purchase Price Generally. Unless the Committee acts to set
the purchase price as provided in Section 5.4, the per Share purchase price
applicable to an Offering Period shall be 85% of the Fair Market Value of the
Common Stock on the last trading day immediately preceding the first day of the
Offering Period.

         5.4      Alternative Purchase Price. The Committee, in its discretion,
may decide not to set the per Share purchase price under Section 5.3 but
instead to set the per Share purchase price for an Offering Period on an
alternative basis, such per Share purchase price being equal to 85% of the
lesser of:

                  (a)      the Fair Market Value of the Common Stock on the
last trading day immediately preceding the first day of the Offering Period, or

                  (b)      the Fair Market Value of the Common Stock on the
last trading day immediately preceding the last day of the Offering Period.

Any decision to employ the alternative per Share purchase price determination
under this Section 5.4 shall be made by the Committee not less than one month
prior to the commencement of the Offering Period(s) to which the alternative
purchase price procedure is to apply. The Committee shall notify Eligible
Employees promptly of any decision to set the per Share purchase price pursuant
to this Section 5.4.

         5.5      Number of Shares Offered to Eligible Employees.

                  (a)      Subject to the limitations set forth in this
Section 5.5 and any adjustments required by other provisions of the Plan, in
each Offering Period, an Eligible Employee shall be entitled to subscribe for
one share of Common Stock for each Two Hundred Fifty ($250.00) of Compensation
paid to


February 8, 2002           Chico's FAS, Inc. 2002 ESPP                    Page 6

<PAGE>

him for the calendar year immediately preceding the year in which the Offering
Period occurs. Subscriptions shall be allowed for full Shares only. Any rights
to subscribe for fractional shares of Common Stock shall be void and
disregarded; and, any computation resulting in fractional shares shall be
rounded down to the next lowest whole number of Shares.

                  (b)      Notwithstanding the provisions of Section 5.5(a), in
any Offering Period, no Eligible Employee shall be entitled to subscribe for
more than four hundred (400) Shares; no Eligible Employee who is entitled to
subscribe for ten (10) or more Shares shall be permitted to subscribe for fewer
than ten (10) Shares; and, no Eligible Employee who is entitled to subscribe
for fewer than ten (10) Shares shall be entitled to subscribe for fewer than
the maximum number of Shares he or she is entitled to purchase.

                  (c)      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 Period, (ii) from four hundred (400) the maximum
number of Shares that may be subscribed for by an Eligible Employee in any
Offering Period, or (iii) from Two Hundred Fifty ($250.00) the dollar amount
used in computing the number of Shares for which an Eligible Employee is
entitled to subscribe in any Offering Period.

                  (d)      If, with respect to any Offering Period, the
aggregate Shares subscribed for by Eligible Employees computed in accordance
with other provisions of the Plan exceed the number of Shares available for
issuance under the Plan, the aggregate number of Shares covered by such
subscriptions shall be reduced to such lower number of Shares as may be
necessary to eliminate the over-subscription. Such reduction shall be effected
in respect of the subscriptions of Eligible Employees participating in such
Offering Period on a proportionate basis as equitably as possible; but, in no
event shall such reduction result in a subscription for fewer than the minimum
number of Shares or a subscription for fractional Shares. In the event of an
over-subscription and cutback as provided in this Section 5.5(d), the Company
shall refund any excess payments for subscribed Shares as soon as practicable
after closing of the Offering Period.


February 8, 2002           Chico's FAS, Inc. 2002 ESPP                    Page 7

<PAGE>

                                   ARTICLE 6

                           PARTICIPATION AND PAYMENT

         6.1      Election To Participate.

                  (a)      During any Offering Period, an Eligible Employee
desiring to become a Participant must (1) complete a subscription agreement,
indicating the number of shares of Common Stock to be purchased, and such other
documents as the Company may require (the "Purchase Documents") and (2) tender
to the Plan Administrator the Purchase Documents and cash or a check (payable
in U.S. funds) for the full purchase price for the Shares covered by the
Purchase Documents (less any amount to be withdrawn from such Eligible
Employee's Payroll Deduction Account pursuant to Section 7.3) at any time
before the conclusion of the Offering Period. Such Eligible Employee will
become a Participant upon acceptance by the Company of the Purchase Documents
and consideration for the Shares being purchased under the Plan immediately
after the close of the Offering Period.

                  (b)      With respect to any Offering Period in which the
Committee has elected to employ the alternative per Share purchase price
determination pursuant to Section 5.4, the Eligible Employee shall tender an
amount equal to the purchase price based on the Fair Market Value of the Common
Stock on the last trading day before the commencement of the Offering Period.
If the final purchase price is less than the amount tendered, the Company shall
refund the excess amount to the Eligible Employee as soon as practicable after
the close of the Offering Period.

                  (c)      Purchase Documents and cash or check received by the
Plan Administrator before or after an Offering Period shall be void and shall
be given no effect with respect to the particular Offering Period; and, the
Plan Administrator shall return such documents and cash or check to the
involved person as soon as practicable after receipt.

         6.2      No Revocation of Election. No election to participate in an
Offering Period may be revoked or cancelled by an Eligible Employee once the
Purchase Documents and full payment have been tendered to the Company. Any such
election, however, is subject to cancellation or reduction by the Company as
provided elsewhere in the Plan.

         6.3      No Interest. No interest shall be payable on the purchase
price of the Shares subscribed for or on the funds returned to employees as a
result of an over-subscription, an overpayment, or pursuant to Section 6.1 for
early or late delivery.

         6.4      Custodial Safekeeping Arrangement.

                  (a)      For the purpose of assuring compliance with
applicable provisions of the tax laws, the Committee in its discretion may
condition the issuance of Shares under the Plan upon the delivery of
certificates representing such Shares to the Company as temporary custodial
safekeeping agent for the benefit of the Eligible Employee purchasing the
Shares under the Purchase Documents.


February 8, 2002           Chico's FAS, Inc. 2002 ESPP                    Page 8

<PAGE>

                  (b)      Such custodial safekeeping arrangement shall not
affect the right of the affected Participants as owners of such Shares and such
shares may be sold or otherwise transferred by the owners thereof during the
pendency of the custodial safekeeping arrangement. A written safekeeping
receipt evidencing the Shares so held in safekeeping, bearing the name of the
Participant, indicating the number of the certificate or certificates and the
number of Shares so represented shall be delivered promptly to each
Participant. In its capacity as safekeeping agent for Participants purchasing
Shares, the Company shall act in accordance with instructions received from
such Participants, which instructions are to be confirmed in writing if deemed
appropriate by the Company.

                  (c)      The custodial safekeeping arrangement shall
terminate upon the first to occur of (1) the sale or other transfer of the
Shares by the owner or (2) the second anniversary of the issuance of the
Shares.

         6.5      Delivery of Certificates Representing Shares.

                  (a)      Subject to the provisions of Section 6.5(b), as soon
as practicable after the completion of each Offering Period, the Company shall
cause a certificate or certificates representing the Common Stock purchased in
the Offering Period to be issued in the name of each Participant.

                  (b)      If determined by the Committee in its discretion to
be appropriate in order to administer the custodial safekeeping arrangements of
Section 6.4, but only for so long as such provisions remain in effect,
certificates representing Shares shall not be delivered to Participants but
shall be delivered to the Company to be held by the Company as temporary
custodial safekeeping agent for the benefit of each Participant pursuant to
Section 6.4.

                  (c)      Upon the termination of any custodial safekeeping
arrangement applicable to Shares issued to any Participant pursuant to
Section 6.4, the certificate(s) representing the Shares owned by the
Participant, registered in the name of the Participant, shall be delivered
promptly to such Participant.

                  (d)      Certificate(s) representing shares of Common Stock
to be delivered to a Participant under the Plan will be registered in the name
of the Participant, or if the Participant so directs, by written notice to the
Company prior to the termination date of the pertinent offering, and to the
extent permitted by applicable law, in the names of the Participant and one
such other person as may be designated by the Participant, as joint tenants
with rights of survivorship.

         6.6      Rights as Stockholder. No Eligible Employee participating in
the Plan shall have any right as a stockholder until after the completion of
the Offering Period in which he or she participated and the date on which he or
she becomes a record owner of the Shares purchased under the Plan (the "Record
Ownership Date"). No adjustment shall be made for dividends or other rights for
which the record date is prior to the Record Ownership Date.


February 8, 2002           Chico's FAS, Inc. 2002 ESPP                    Page 9

<PAGE>

         6.7      Termination of Employment. An Eligible Employee whose
employment is terminated for any reason (including but not limited to
termination because of death, retirement or disability) shall have no right to
participate in the Plan after termination. However, the termination shall not
affect any election to participate in the Plan that is made prior to
termination in accordance with the provisions of Section 6.1 and as to which,
at the time of such termination, the Eligible Employee's right to withdraw from
or cancel his or her purchase of Common Stock in the Offering Period is no
longer permitted under Section 6.2.

         6.8      Rights Not Transferable. The right of an Eligible Employee to
participate in the Plan shall not be transferable, and no right of an Eligible
Employee under the Plan may be exercised after his death, by his Personal
Representative or anyone else, or during his lifetime by any person other than
the Eligible Employee.

                                   ARTICLE 7

                               PAYROLL DEDUCTIONS

         7.1      Election of Payroll Deduction. Each Eligible Employee may
elect to have a portion of his or her Compensation deducted from each paycheck
(or, if the Company so permits, from only the first paycheck in each month),
which amounts shall not exceed in the aggregate Twenty-Five Thousand Dollars
($25,000.00) in any calendar year. Elections to begin, change or terminate
payroll deductions may be made on such forms as may be provided from time to
time by the Company and in accordance with rules established by the Committee,
which rules may include, among other things, limitations on the number of times
changes are permitted and when changes are permitted and effective. A change
shall be effective no earlier than the first full payroll period following
receipt of the new form by the Committee. The Committee may, however, on a
uniform and non-discriminatory basis delay the effective date of any change if
it determines that such a delay is either necessary or appropriate for the
proper administration of the Plan.

         7.2      Maintenance of Accounts. A separate Account shall be
maintained for each Eligible Employee who has amounts withheld from his
Compensation under this Article 7. The maintenance of separate Accounts shall
not require the segregation of any assets from any other assets held under this
Article 7. The Accounts shall not bear interest. Each Account shall be adjusted
from time to time to reflect the amounts withheld from the Compensation of the
Eligible Employee to whom the Account relates, the amounts withdrawn by such
Eligible Employee for purchases of Common Stock under the Plan, and for other
amounts withdrawn by such Eligible Employee from the Account.

         7.3      Use of Accounts To Purchase Common Stock. At the time that an
Eligible Employee elects to participate in an offering under Section 6.1, the
Eligible Employee may elect to have a specified


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amount from his Account (up to the whole amount thereof) used to pay all or a
portion of the purchase price.

         7.4      Withdrawals. At any time that a person is no longer an
employee (including by reason of death) or an Eligible Employee, the balance in
such person's Account shall be paid to such person or his legal representative.
In addition, the Committee may also permit the complete withdrawal of the
amounts in an Account under such uniform and non-discriminatory conditions as
it may impose from to time to time (including, without limitation, not
permitting the Eligible Employee making such withdrawal from again electing
payroll deductions for a specified period of time). Except as otherwise
provided in Section 7.3 and this Section 7.4, an Eligible Employee shall not
withdraw any amount from his Account, in whole or in part.

                                   ARTICLE 8

                                 MISCELLANEOUS

         8.1      Stock Adjustments.

                  (a)      In the event of any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split or other
division or consolidation of shares or the payment of a stock dividend (but
only on the Common Stock) or any other increase or decrease in the number of
such shares effected without any receipt of consideration by the Company, then,
in any such event, the number of shares of Common Stock that remain available
under the Plan, and the number of shares of Common Stock and the purchase price
per share of Common Stock then subject to subscription by Eligible Employees,
shall be proportionately and appropriately adjusted for any such increase or
decrease.

                  (b)      Subject to any required action by the stockholders,
if any change occurs in the shares of Common Stock by reason of any
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or of any similar change affecting the shares of Common
Stock, then, in any such event, the number and type of shares then subject to
subscription by Eligible Employees, and the purchase price thereof, shall be
proportionately and appropriately adjusted for any such change.

                  (c)      In the event of a change in the Common Stock as
presently constituted that is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any change shall be deemed to
be shares of Common Stock within the meaning of the Plan.

                  (d)      To the extent that the foregoing adjustments relate
to stock or securities of the Company, such adjustments shall be made by, and
in the discretion of, the Committee, whose determination in that respect shall
be final, binding and conclusive.


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                  (e)      Except as hereinabove expressly provided in this
Section 8.1, an Eligible Employee shall have no rights by reason of any
division or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of
stock of any class or by reason of any dissolution, liquidation, merger or
consolidation, or spin-off of assets or stock of another corporation; and any
issuance by the Company of shares of stock of any class, securities convertible
into shares of stock of any class, or warrants or options for shares of stock
of any class shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to
any subscription.

                  (f)      The existence of the Plan, and any subscription for
Shares hereunder, shall not affect in any way the right or power of the Company
to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate, or to dissolve, to
liquidate, to sell, or to transfer all or any part of its business or assets.

         8.2      Necessity for Delay. If at any time the Committee shall
determine, in its discretion, that the listing, registration or qualification
of the Shares covered by the Plan upon any securities exchange or under any
state or federal law or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
Plan or the offering, issue or purchase of Shares thereunder, the Plan shall
not be effective as to later offerings unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
Notwithstanding anything in the Plan to the contrary, if the provisions of this
Section 8.2 become operative and if, as a result thereof, an Offering Period is
missed in whole or in part, then and in that event, the missed portion of the
Offering Period shall be passed and the term of the Plan shall not be affected.
Notwithstanding the foregoing or any other provision in the Plan, the Company
shall have no obligation under the Plan to cause any Shares to be registered or
qualified under any federal or state law or listed on any stock exchange or
admitted to any national marketing system.

         8.3      Term of Plan. The Plan, unless sooner terminated as provided
in Section 8.4, shall commence upon its adoption by the Board and shall
terminate on the conclusion of the Offering Period commencing on September 1,
2011.

         8.4      Amendment of the Plan; Termination. The Board shall have the
right to revise, amend or terminate the Plan at any time without notice,
provided that no Eligible Employee's existing rights are adversely affected
thereby without the consent of the Eligible Employee, and provided further
that, without approval of the stockholders of the Company, no such revision or
amendment shall (1) increase the total number of Shares to be offered other
than with evergreen increases provided for in Section 1.3; (2) change the
formula by which the price at which the Shares shall be sold is determined; (3)
increase the maximum number of Shares that an Eligible Employee may purchase;
(4) materially modify the requirements as for becoming an Eligible Employee
under the Plan; (5) otherwise materially increase the benefits under the Plan
to Eligible Employees; or (6) 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 8.1. It is expressly contemplated that the Board may


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amend the Plan in any respect the Board deems necessary or advisable to provide
Eligible Employees with the benefits available under Section 423 of the Code
relating to employee stock purchase plans or to bring the Plan or rights
granted under the Plan into compliance therewith.

         8.5      Application of Funds. The proceeds received by the Company
from the sale of Common Stock pursuant to the Plan will be used for general
corporate purposes.

         8.6      No Obligation to Participate. The offering of Shares under
the Plan shall impose no obligation upon any Eligible Employee to subscribe to
purchase any such Shares.

         8.7      No Implied Rights to Employees. The existence of the Plan,
and the offering of Shares under the Plan, shall in no way give any employee
the right to continued employment, give any employee the right to receive any
Common Stock or any additional Common Stock under the Plan, or otherwise
provide any employee any rights other than those specifically set forth in the
Plan.

         8.8      Withholding. Whenever (1) the Company proposes or is required
to issue, transfer or approve the transfer or Shares issued under the Plan or
(2) if a Participant previously receiving Shares under the Plan makes any
disposition of such Shares prior to the expiration of the holding periods
required under Section 423(a)(1) of the Code, and such Participant is then
employed by the Company, then in either event, the Company shall have the
right, but shall not be obligated, to require a Participant to remit to the
Company an amount sufficient to satisfy any federal, state or local withholding
tax liability. Pending receipt of such payment, the Company may delay the
delivery of any certificate or certificates for such Shares or may deduct the
required amount from amounts otherwise due and payable to the Participant by
the Company. Whenever under the Plan payments are to be made in cash, such
payments shall be made net of an amount sufficient to satisfy any federal,
state or local withholding tax liability.

         8.9      Participants' Personal Tax Responsibilities. Each Participant
shall be personally responsible to pay or make adequate provision to pay any
individual foreign, federal, state or local tax obligations which may arise as
a result of his or her acquisition or disposition of Shares.

         8.10     Designation of Beneficiary. A Participant may file a written
designation of a beneficiary who is to receive any Shares and, if applicable,
funds from the Participant's Account in the event of the Participant's death
subsequent to the end of an Offering Period but prior to delivery to the
Participant of such Shares and funds. In addition, a Participant may file a
written designation of a beneficiary who is to receive any cash from the
Participant's Account in the event of the Participant's death during an
Offering Period. Such designation of beneficiary may be changed by the
Participant at any time by written notice in the form prescribed by the
Committee. In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Plan who is living (or if an entity,
is otherwise in existence) at the time of the Participant's death, the Company
shall deliver such Shares and funds to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its sole
discretion, may deliver such shares and/or cash to the spouse or to any one or
more dependents or relatives of the Participant, or if no


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spouse, dependent or relative is known to the Company, then to such other
person as the Company may determine

         8.11     Choice of Law. All questions concerning the construction,
validity and interpretation of the Plan shall be governed by the substantive
laws of the State of Florida (but any provision of Florida law shall not apply
if the application of such provision would result in the application of the law
of a state or jurisdiction other than Florida).

         8.12     Effective Date of Plan; Stockholder Approval. The Plan shall
become effective upon its adoption by the Board of Directors, with such date
being the effective date of the Plan; provided that (1) the Plan is approved by
the stockholders of the Company within 12 months after its adoption by the
Board and (2) no Purchase Documents may be tendered and no Shares may be
purchased prior to such approval by the Company's stockholders.


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