FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT


THE FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into this day of March 2002, by Ross Stores, Inc. (the “Company”) and Irene Jamieson (the “Executive”)  The Executive and the Company previously entered into an Employment Agreement (the “Agreement”) effective April 1, 2000 (attached hereto) and it is now the intention of the Executive and the Company to amend the Agreement as set forth below Accordingly, the Executive and the Company now enter into this Amendment.

	
  
I.
  	
  
The Executive and the Company hereby amend the   Agreement by deleting Paragraph l(a) of the Agreement in its entirety and   replacing it with the following new Paragraph 1(a):
  
	
  
 
  	
  
 
  
	
  
 
  	
  
l(a). Initial Term.     The initial term of the employment contract was from April 1, 2000 through   March 31, 2004. The initial term is being renewed per the terms of the   Agreement in Paragraph l(b). The renewal term of the Amendment is now April   1, 2004 through March 31, 2006
  
	
  
 
  	
  
 
  
	
  II
  	
  
The Executive and the Company further amend the   Agreement by deleting the second sentence in Paragraph 2 in its entirety and   replacing it with the following sentence:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
2.    Position and Duties.  The Executive shall report directly to the Chief Merchandise   Officer of the Company.
  
	
  
 
  	
  
 
  
	
  
III.
  	
  
The Executive and the Company further amend the   Agreement by deleting the first sentence in Paragraph 4(a) in its entirety   and replacing it with the following sentence:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
4(a).  Salary.    During the Executive’s employment, the Company shall pay the Executive   a salary of not less than Four Hundred Sixty Six Thousand Five Hundred   Dollars ($466,500) per year
  




Except for the amendments, as set forth above, the Agreement and all of its terms remain in force and in effect


IN WITNESS WHEREOF, the parties have executed this First Amendment to the Agreement as of March _____, 2002, effective April 1, 2004 through March 31,2006


	
  
ROSS   STORES, INC.
  	
  
 
  	
  
EXECUTIVE
  
	
  
 
  	
  
 
  	
  
 
  
	
  
/s/ MICHAEL BALMUTH
  	
  
 
  	
  
/s/ IRENE JAMIESON
  
	




  	
  
 
  	
  



  
	
  
Michael Balmuth
  	
  
 
  	
  
Irene Jamieson
  
	
  
Date:  3/21/02
  	
  
 
  	
  
Date:  4/9/02
  










SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT


THIS SECOND AMENDMEMT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective May 1, 2004, by and between Ross Stores, Inc (the “Company”) and Irene Jamieson (the “Executive”)  The Executive and the Company previously entered into an Employment Agreement (the “Agreement”) effective April 1, 2000, and renewed such Agreement by way of a First Amendment in April 2002 (both the original Agreement and the First Amendment are attached hereto), and it is now the intention of the Executive and the Company to further amend the Agreement as set forth below Accordingly, the Executive and the Company now enter into this Second Amendment.

	
  
I
  	
  
The Executive and the   Company hereby amend the Agreement by adding the following Paragraph 1(c):
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
1 (c).   Executive’s Employment Through Contract Term Executive agrees to remain employed with   the Company through the existing contract term, March 31, 2006. In exchange   for such promise, Executive shall be entitled to the following provided she   remains employed with the Company through March 31, 2006:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
If Executive or Company   terminates the employment relationship after March 31, 2006, Executive will   be considered an active employee through March 31, 2007 and shall receive   full pay (at her March 31, 2006 level) and benefits through March 31, 2007,   with previously awarded restricted stock to release as scheduled through   March 31, 2007. In such case, Executive shall be relieved of her day-to-day   duties but shall remain available for consultation through March 31, 2007.   Executive will be available on a consulting basis for up to two (2) days per   week from April 1, 2006 through March 31, 2007. If Executive remains employed   with Company through March 31, 2006, Company will also provide Executive with   medical and dental benefits through March 31, 2011 Executive will also be   entitled to receive her regular bonuses through March 31, 2006, pet the   current contract terms. In addition, if she remains employed through March   31, 2006, the she will
be eligible for a full fiscal year 2006 bonus, paid in   March 2007 However, absent written renewal of the existing Agreement,   Executive will not be eligible for further equity giants or salary increases   after March 31, 2006, will not accrue vacation after March 31, 2006, and will   no longer be employed pursuant to any formal written or oral employment   agreement after March 31, 2006. In addition, the Employment Restriction   provisions of Paragraph 9 of the contract shall remain effective until three   (3) years after Executive ceases to be considered an active employee (i e, 3   years after March 31, 2007).
  



Except for these amendments as set forth above, the Agreement, First Amendment, and all of its terms remain in force and in effect

	
  
ROSS   STORES, INC.
  	
  
 
  	
  
EXECUTIVE
  
	
  
 
  	
  
 
  	
  
 
  
	
  
/s/ MICHAEL BALMUTH
  	
  
 
  	
  
/s/ IRENE JAMIESON
  
	
  



  	
  
 
  	
  



  
	
  
Michael Balmuth
  	
  
 
  	
  
Irene Jamieson
  
	
  Date:    6/3/04
  	
   
  	
  Date:    6/3/04
  




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