FIRST AMENDMENT TO THE EMPLOYMENT
AGREEMENT 

THE FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the “Amendment”) is
made and effective the 31st day of December 2008, by Ross Stores, Inc. (the
“Company”) and Michael O’Sullivan
 (the “Executive”). The Executive and the Company previously
entered into an Employment Agreement (the “Agreement”) effective March 22, 2007
(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 First Amendment. 

	I.		The Executive and the
      Company hereby amend the Agreement by deleting Paragraph 6(e) in its
      entirety and replacing it with the following new Paragraph
  6(e):
	 
	 	      	6(e). Termination
      by the Executive for Good Reason.
      The Executive may terminate the
      Executive’s employment with the Company for “Good Reason,” which shall be
      deemed to occur if the Executive terminates the Executive’s employment
      with the Company within sixty (60) days after written notice to the
      Company by the Executive of the occurrence of one or more of the following
      conditions, which condition(s) have not been cured within thirty (30)
      business days after the Company’s receipt of such written notice: (1) a
      failure by the Company to comply with any material provision of this
      Agreement (including but not limited to the reduction of the Executive’s
      salary or the target annual bonus opportunity set forth in Section 4(b)),
      (2) a significant diminishment in the nature or scope of the authority,
      power, function or duty attached to the position which the Executive
      currently maintains without the express written consent of the Executive,
      or (3) the relocation of the Executive’s Principal Place of Employment as
      described in Section 3 to a location that increases the regular one-way
      commute distance between the Executive’s residence and Principal Place of
      Employment by more than 25 miles without the Executive’s prior written
      consent. In order to constitute a termination of employment for Good
      Reason, such termination must occur within two (2) years following the
      initial existence of any of the conditions set forth in this Section 6(e),
      the Executive must provide written notice to the Company of the existence
      of the condition giving rise to the Good Reason termination within sixty
      (60) days of the initial existence of the condition, and the Company shall
      have thirty (30) days during which it may remedy the condition and in the
      event such condition is timely remedied, the termination shall not
      constitute a termination for Good Reason.
	 
	II.		The Executive and the
      Company further amend the Agreement by adding a new Paragraph
    8(e):
	 
	 		8(e). Timing of
      Payments. Any cash payments to which
      the Executive is entitled under Sections 8(a),(c) and (d) shall be payable
      in accordance with the Company’s payroll schedule and shall commence as
      soon as practicable upon the period for revocation of the Release having
      expired (and in any event on or prior to December 31 of the year in which
      Executive has a Separation from Service); provided, however, that in the
      event that Executive becomes entitled to such payments in connection with
      a Separation from Service that occurs on or after November 1 of any
      calendar year, such payments shall commence on the later of (i) the period
      for revocation of the Release having expired or (ii) January 1 of the
      calendar year that immediately follows the year in which the Executive has
      a Separation from Service.







	III.		The Executive and the Company
      further amend the Agreement by moving the current Paragraph 22(e) to a new
      Paragraph 22(g) and adding the following new Paragraph 22(e):
	 
	 	      	22(e). Installments.
      Executive’s right to receive any
      installment payments payable hereunder shall be treated as a right to
      receive a series of separate payments and, accordingly, each such
      installment payment shall at all times be considered a separate and
      distinct payment for purposes of Section 409A.
	 
	IV.		The Executive and the Company
      further amend the Agreement by adding a new Paragraph 22(f):
	 
	 		22(f). Reimbursements.
      To the extent that any reimbursements
      payable to Executive pursuant to this Agreement are subject to the
      provisions of Section 409A of the Code, such reimbursements shall be paid
      to Executive no later than December 31 of the year following the year in
      which the cost was incurred, the amount of expenses reimbursed in one year
      shall not affect the amount eligible for reimbursement in any subsequent
      year, and Executive’s right to reimbursement under this Agreement will not
      be subject to liquidation or exchange for another
  benefit.


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


	ROSS STORES,
      INC.  	       	DATE  	              
    	EXECUTIVE  	       	DATE  
	  
	  		12/30/2008 	 	  		12/30/2008 
	Michael
      Balmuth  	 	  		Michael O’Sullivan  		  
	Vice Chairman,
      President  		  		  	 	 
	and Chief
      Executive Officer