EXHIBIT 10.1


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


THE FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is made and entered effective the 1st day of October 2005, by Ross Stores, Inc. (the “Company”) and Lisa Panattoni (the “Executive”).  The Executive and the Company previously entered into an Employment Agreement effective January 3, 2005 (attached and referred to herein as “the Agreement”), 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 Company   amend the Agreement by deleting Paragraph A of the Recitals in its entirety   and replacing it with the following new Paragraph A:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
A.
  	
  
The Company wishes to   employ Executive, and Executive is willing to accept such employment as   Executive Vice President, Merchandising.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
II.
  	
  
The Executive and the   Company further amend the Agreement by deleting Paragraph 2 of the Agreement   in its entirety and replacing it with the following new paragraph:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
Position   and Duties.  During the term of the Executive’s   employment under this Agreement, the Executive shall serve as Executive Vice   President, Merchandising.  As used in   this Agreement, the term “Company” includes Ross Stores, Inc. and any of its   divisions, affiliates or subsidiaries (except that, where the term relates to   stock, stockholders, stock options or the Board, it means Ross Stores,   Inc.).  Executive’s employment may be   transferred, assigned, or re-assigned to Ross Stores, Inc. or a division,   affiliate or subsidiary of Ross Stores, Inc., and such transfer, assignment,   or re-assignment will not constitute a termination of employment or “Good   Reason” for Executive’s termination of employment under this Agreement.  During the term of the Executive’s employment,   the Executive may engage in outside activities provided those activities   (including but not limited to
membership on boards of directors, of   not-for-profit and for-profit organizations) do not conflict with the   Executive’s duties and responsibilities hereunder, and provided further that   the Executive gives written notice to the Board of any significant outside   business activity in which Executive plans to become involved, whether or not   such activity is pursued for profit.
  
	
   
  	
  
 
  	
  
 
  
	
  
III.
  	
  
The Executive and Company   amend the Agreement by deleting Paragraph 4(a) in its entirety and replacing   it with the following new Paragraph 4(a):
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Salary.    During the Executive’s employment, the Company shall pay the Executive   a salary of not less than Five Hundred Sixty Thousand Dollars ($560,000) per   annum.  The Executive’s salary, shall   be payable in equal installments in accordance with the Company’s normal   payroll practices applicable to senior officers.  Subject to the first sentence of this Section 4(a), the Executive’s   salary may be adjusted from time to time by the Board in accordance with   normal business practices of the Company.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
IV.
  	
  
The Executive and the   Company further amend the Agreement by adding the following Paragraph 21:
  









	
  
 
  	
  
21.
  	
  
Compliance   with Section 409A. It   is the mutual intention of Executive and the Company that the provision of   all payments and benefits pursuant to this Agreement be made in compliance   with the requirements of Section 409A of the Internal Revenue Code   (concerning the treatment of nonqualified deferred compensation plans) to the   extent such Section is applicable to such payments and benefits, and all   regulations and other guidance promulgated by the Secretary of the Treasury   pursuant to such Section (such Section, regulations and other guidance being   referred to herein as “Section 409A”).    To the extent that the provision of any such payment or benefit   pursuant to the terms and conditions of this Agreement would fail to comply   with the applicable requirements of Section 409A, the Company may, in its sole   and absolute discretion and without the consent of Executive, make such   modifications to the timing or manner of
providing such payment and/or   benefit to the extent it determines necessary or advisable to comply with the   requirements of Section 409A; provided, however, that the Company shall not   be obligated to make any such modifications.    Any such modifications made by the Company shall, to the maximum   extent permitted in compliance with the requirements of Section 409A,   preserve the aggregate monetary face value of such payments and/or benefits   provided by this Agreement in the absence of such modification; provided,   however, that the Company shall in no event be obligated to pay any interest   or other compensation in respect of any delay in the provision of such   payments or benefits in order to comply with the requirements of Section   409A.
  
	
   
  	
  
 
  	
  
 
  
	
  
V.
  	
  
The Executive and the   Company further amend the Employment Agreement by adding the following   Paragraph 22:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
22.
  	
  
Future   Equity Compensation.   The Executive understands and acknowledges that all awards, if any, of stock   options, restricted stock and other forms of equity compensation by the   Company are made at the sole discretion of the Board of Directors of the   Company or a committee thereof.  The   Executive further understands and acknowledges, however, that unless the   Executive has executed this Agreement and each successive amendment extending   the renewal term of the Agreement as may be agreed to by the Company and the   Executive, it is the intention of the Board of Directors that,   notwithstanding any continued employment with the Company, the Executive   shall not be granted any award of stock options, restricted stock or any   other form of equity compensation by the Company which might otherwise have   been approved by the Board of Directors or a committee thereof on or after   intended commencement of the initial term or such successive
renewal term.
  




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

	 	
   
  	
  
 
  	
  
 
  
	 	
  
ROSS   STORES, INC.
  	
   
 	
  
EXECUTIVE
  
	 	  
	  
	  

	 	
  
 
  	
  
 
  	
  
 
  
	 	
  
/s/ Michael Balmuth
  	
  
 
  	
  
/s/ Lisa Panattoni
  
	 	
  


  	
  
 
  	
  


  
	 	
  
Michael Balmuth
   Vice Chairman, President and
   Chief Executive Officer
  	
  
 
  	
  
Lisa Panattoni
  
	 	
  
 
  	
  
 
  	
  
 
  
	 	
   
  	
   
  	
  10/6/05
  
	 	
  


  	
   
  	
  


  
	 	
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