Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT

     THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into this 18 day of December, 2008, by and between CHICO’S FAS, INC., a Florida corporation (the “Company”), and CHARLES L. NESBIT, JR. (the “Employee”).

WITNESSETH:

     WHEREAS, the parties hereto have entered into that certain Employment Agreement dated August 4, 2004, by and between the Company and the Employee (the “Employment Agreement”); and

     WHEREAS, the Company and the Employee have agreed to amend the terms of the Employment Agreement in certain respects as set forth in this Amendment No. 1 to Employment Agreement (the “Amendment”), to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

     NOW, THEREFORE, effective January 1, 2005, it is agreed as follows:

1.

COMPENSATION

     Section 3(b) is amended to add a sentence to the end thereto which shall read as follows:

     All bonus payments under this paragraph shall be made in a lump sum, paid within sixty (60) days of the end of the Company’s fiscal year.

2. DISABILITY

     Section 7(b)(ii) of the Employment Agreement is amended to add the following sentence to the end thereto which shall read as follows:

Notwithstanding the preceding to the contrary, effective January 1, 2005, the terms “disability” and “Permanent Disability” shall mean “disabled” as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”).

3. DELAYED PAYMENT OF BENEFITS

     Sections 7(b)(ii), 8(c) and 8(d) of the Employment Agreement are amended to add the following to the end of each such section, which shall read as follows:

Notwithstanding the above to the contrary, in the event the Employee is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code), any payment due and payable to the Employee hereunder as a result of the Employee’s severance from service with the Employer shall not be made before the date which is six (6) months after such severance from service.

4.

409A COMPLIANCE

A new Section 20 of the Employment Agreement is added which shall read as follows:

Section 20. 409A Compliance. Notwithstanding any Employment Agreement provisions to the contrary and, to the extent applicable, the Employment Agreement shall be interpreted, construed, and administered (including with respect to any amendment, modification, or termination of the Employment Agreement) in such a manner so as to comply with the provisions of Code Section 409A and any related Internal Revenue Service guidance promulgated thereunder.

5.

MISCELLANEOUS

     Except to the extent specifically modified, added or deleted by this Amendment No. 2, the terms and provisions of the Employment Agreement shall otherwise remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.