AMENDMENT NO. 1 TO
REVOLVING
CREDIT AGREEMENT 

     This
Amendment No. 1 (this “Amendment” or this
“Amendment No. 1 to
Credit Agreement”) is dated as of June
27, 2012, and amends that certain Credit Agreement, dated as of March 3, 2011,
among Ross Stores, Inc., a Delaware corporation (the “Borrower”), each
lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender”), and Bank of America, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer (“Agent”). 

     WHEREAS, the Borrower has requested certain
amendments to the Credit Agreement and an extension to the term of the Credit
Agreement; 

     WHEREAS, the Agent and each of the Lenders
that are party hereto are willing to agree to the amendments contained herein on
the terms and conditions contained herein; and 

     WHEREAS, the undersigned Lenders constitute
the “Required Lenders” under (and as defined in) the Credit Agreement and each
Lender required to execute this Amendment under Sections 10.01(b) and 10.01(d)
of the Credit Agreement; 

     NOW,
THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows: 

     1.
Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given in the Credit Agreement. 

     2.
Applicable Rate. The definition of “Applicable Rate” is hereby amended
and restated in its entirety as follows: 

     ““Applicable Rate” for Eurodollar
Rate Loans, Base Rate Loans, standby Letters of Credit, documentary (or
commercial) Letters of Credit, and Commitment Fees means, from time to time, the
following percentages per annum in the table set forth below (the
“Pricing Grid”), based upon the following two pricing levels: (i) the
Level applicable to the Borrower under the heading “Rating” and (ii) the Level
applicable to the Borrower under the heading Consolidated Adjusted Interest
Coverage Ratio. If at any time two different pricing Levels apply, then the
pricing shall be based on the higher Level (i.e., the Level with the lower
pricing). The “Rating” shall be the long term unsecured senior, non-credit
enhanced rating of the Borrower by S&P. If at any time the Borrower does not
have a Rating, then the pricing shall be set at the Level applicable to the
Borrower’s Consolidated Adjusted Interest Coverage Ratio. 







	Level	      	Rating	      	Consolidated
Adjusted
Interest
Coverage
Ratio	      	Applicable
Rate for
Eurodollar
Rate Loans
and
Standby
Letters
      of
Credit	      	Applicable
Rate for
Base
      Rate
Loans	      	Applicable
Rate for
Commitment
Fees	      	Applicable
Rate for
Documentary
Letters of
Credit
	I)		<BBB-		< 2.50 to
      1.00		1.750%		0.750%		0.250%		0.8750%
	II)		BBB-		≥ 2.50 to
      1.00		1.500%		0.500%		0.225%		0.7500%
					but < 3.00 to
      1.00								
	III)		BBB		≥ 3.00 to
    1.00		1.250%		0.250%		0.175%		0.6250%
					but < 3.75 to
      1.00								
	IV)		BBB+	 	≥ 3.75 to
    1.00	 	1.125%	 	0.125%	 	0.125%		0.5625%
			 		but < 5.00 to
      1.00				 		 		
	V)		≥A-		≥ 5.00 to
    1.00		1.000%		0%		0.100%		0.5000%



     Any increase or decrease in the Applicable
Rate resulting from a change in the Consolidated Adjusted Interest Coverage
Ratio shall become effective as of the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 6.02(a);
provided, however, that if a Compliance Certificate is not delivered when
due in accordance with such Section, then the Borrower shall be provided one
Business Day to cure such failure, and at any time thereafter, if not so cured,
upon the request of the Required Lenders Pricing Level I shall apply as of the
first Business Day after the date on which such Compliance Certificate was
required to have been delivered and shall remain in effect until the date on
which such Compliance Certificate is delivered.

     Each change in the Applicable Rate
resulting from a publicly announced change in the Rating shall be effective, in
the case of an upgrade, during the period commencing on the date of delivery by
the Borrower to the Administrative Agent of notice thereof pursuant to
Section 6.03(g) and ending on the date immediately preceding the
effective date of the next such change and, in the case of a downgrade, during
the period commencing on the date of the public announcement thereof and ending
on the date immediately preceding the effective date of the next such change.


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     Notwithstanding anything to the contrary
contained in this definition, the determination of the Applicable Rate for any
period shall be subject to the provisions of Section 2.11(b).” 

     3.
Maturity Date. The definition of “Maturity Date” is hereby amended and
restated in its entirety as follows: 

     ““Maturity Date” means June 26,
2017; provided, however, that if such date is not
a Business Day, the Maturity Date shall be the next preceding Business Day.”


     4.
Representations and
Warranties. The Borrower represents and
warrants to the Administrative Agent and each Lender that:

     (a)
there is no event which is, or with notice or lapse of time or both would be, a
Default or Event of Default under the Credit Agreement;

     (b)
the representations and warranties in the Credit Agreement are true as of the
date of this Amendment as if made on the date of this Amendment except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date, and
except that for purposes of this Section
4(b), the representations and warranties
contained in Section 5.07 of the Credit Agreement
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.02 of the Credit
Agreement;

     (c)
this Amendment does not conflict with any law, agreement, or obligation by which
any Loan Party is bound; 

     (d)
each Loan Party has taken all necessary corporate action to authorize the
execution, delivery and performance of this Amendment;

     (e)
this Amendment has been duly executed by the Borrower and each Guarantor, and
each constitutes the Borrower’s legal, valid and binding obligations,
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors’ rights generally, and except as the remedy of specific performance
or of injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought, and

     (f)
the execution, delivery and performance of this Amendment do not require any
approval or consent of, or filing or registration with, any governmental or
other agency or authority, or any other party other than the SEC. 

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     5.
Conditions Precedent. This Amendment will be effective as of the date first
set forth above, assuming that the Administrative Agent shall have received (a)
counterparts of this Amendment, duly executed on behalf of each of the Borrower,
the Guarantors, the Administrative
Agent, each of the Required Lenders and each Lender required under
Section 10.01(b) and 10.01(d) of the Credit Agreement,
(b) copies of the Borrower’s internal authorization of the execution, delivery
and performance by the Borrower of this Amendment, and (c) payment of all fees
payable to the Lenders in consideration for entering into this Amendment
pursuant to the fee letter between the Borrower, Bank of America, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated dated as of June 8,
2012. 

     6.
Ratification, etc. Except as expressly amended hereby, the Credit
Agreement and the other Loan Documents, and
the Obligations are hereby ratified and confirmed in all respects and shall
continue in full force and effect. This Amendment and the Credit Agreement shall
hereafter be read and construed together as a single document, and all
references in the Credit Agreement, any other Loan Document or any agreement or
instrument related to the Credit Agreement shall hereafter refer to the Credit
Agreement as amended by this Amendment. 

     7. GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 

     8.
Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument. The existence of this Amendment may be established by the
introduction into evidence of counterparts that are separately signed, provided
they are otherwise identical in all material respects. 

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     IN
WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Credit
Agreement to be executed by their duly authorized officers as of the day and
year first above written. 


	The Borrower:
		  
	ROSS
      STORES, INC.
		  
		  
	By:	   /s/ J. Call
		Name:     	John G. Call
		Title:	Group Senior Vice President and Chief
			Financial Officer
	   	
	The Administrative
      Agent:
	   	
	BANK OF
      AMERICA, N.A.,
	as
      Administrative Agent
	  	
	  	
	By:	   /s/ Steven Gazzilo
	 	Name:     	Steven Gazzilo
		Title:	Vice President




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	BANK OF AMERICA,
      N.A., as a
      Lender, L/C
	Issuer and Swing Line
    Lender
	 	
	 	
	By:	/s/ Jaime Eng
	Name:     	Jaime Eng
	Title:	Vice President




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	WELLS FARGO BANK,
      NATIONAL
	ASSOCIATION
	 	
	 	
	By:	/s/ Sid Khanolkar
	Name:     	Sid Khanolkar
	Title:	Vice President




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	JPMORGAN CHASE BANK,
      N.A.
	 	
	 	
	By:	/s/ Alex Rogin
	Name:     	Alex Rogin
	Title:	Vice President




-8- 








	UNION BANK,
      N.A.
	 	
	 	
	By:	/s/ Megan Webster
	Name:     	Megan Webster
	Title:	Vice President




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	U.S. BANK NATIONAL
      ASSOCIATION
	   	
	    	
	By:	/s/ Conan Schleicher
	Name:     	Conan Schleicher
	Title:	Vice President




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	BANK OF THE
      WEST
	  	
	  	
	By:	/s/ William Pope
	Name:     	William Pope
	Title:	V.P.




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	FIRST HAWAIIAN
      BANK
	 	
	 	
	By:	/s/ Susan Takeda
	Name:     	Susan Takeda
	Title:	Vice President




-12- 








	SUNTRUST
      BANK
	 	
	 	
	By:	/s/ Kelly Gunter
	Name:     	Kelly Gunter
	Title:	Vice President




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	FIFTH THIRD
      BANK
	 	
	 	
	By:	/s/ Gary Losey
	Name:     	Gary S. Losey
	Title:	VP




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	THE BANK OF NEW YORK
      MELLON
	 	
	 	
	By:	/s/ David B. Wirl
	Name:     	David B. Wirl
	Title:	Managing Director




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Consent of Guarantors


     The
undersigned guarantors (the “Guarantor”) have guaranteed all
of the Obligations under (and as defined in) the Credit Agreement pursuant to a
Continuing Guaranty dated as of March 3, 2011 (the “Guaranty”). Each Guarantor
hereby acknowledges and agrees to the terms and conditions of Amendment No. 1 to
the Credit Agreement. In addition, by executing this consent, each Guarantor
hereby absolutely and unconditionally reaffirms to the Lenders and the
Administrative Agent that such Guarantor’s Guaranty remains in full force and
effect and covers all Obligations under the Credit Agreement, as amended by
Amendment No. 1 to the Credit Agreement. 


	ROSS DRESS
      FOR LESS, INC.,
	a Virginia
      corporation
	  		
	   		
	By:	   /s/ J. Call
		Name:     	John G. Call
		Title:	Group Senior Vice President and
	 		Chief Financial Officer
	 		
	 		
	ROSS
      PROCUREMENT INC.,
	a Delaware
      corporation
	 		
	 		
	By:	   /s/ J. Call
		Name:     	John G. Call
		Title:	Group Senior Vice President and
			Chief Financial
Officer




-16-