Specialty Centers

Exhibit 10.35

FIRST AMENDMENT
TO
CHICO’S FAS, INC. EXECUTIVE SEVERANCE PLAN

     WHEREAS, Chico’s FAS, Inc. (the “Employer”) maintains the Chico’s FAS, Inc. Executive Severance Plan (the “Plan”) for the benefit of its eligible employees;

     WHEREAS, the Employer deems it necessary and desirable to amend the Plan to provided enhanced benefits to eligible employees who incur a termination of employment as a result of a reduction in force occurring on January 29, 2009; and

     WHEREAS, this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;

     NOW, THEREFORE, by virtue of the authority reserved to the Employer by Section 7.01 of the Plan, the Plan is hereby amended, effective January 29, 2009, as follows:

•

Section 4.01(a) of the Plan is hereby amended to add the following to the end thereof which shall read as follows:

Notwithstanding the preceding to the contrary, with respect to a Terminated Employee whose termination of employment is as a result of the Sponsor’s reduction in force occurring on January 29, 2009, such Terminated Employee shall receive thirteen (13) months (instead of twelve (12) months) of the Employee’s Annual Base Salary.

     IN WITNESS WHEREOF, the Employer has caused this amendment to be executed by a duly authorized representative this 26 day
of March, 2009.