FIRST AMENDMENT
TO THE EMPLOYMENT
AGREEMENT

THE FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the “Amendment”) is
made and effective the 1st day of April 2007, by Ross Stores, Inc. (the
“Company”) and Barbara Rentler (the “Executive”). The Executive and the Company
previously entered into an Employment Agreement (the “Agreement”) effective
January 1, 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 adding the following new Paragraph 8(a)(v):
      
	 
	 	8(a)(v). Other Equity Awards.
      Except as set forth in Sections
      8(a)(iii) and 8(a)(iv), performance share awards and all other equity
      awards granted to the Executive by the Company which remain outstanding
      immediately prior to the date of termination of the Executive’s
      employment, as provided in Section 7(b), shall vest and be settled in
      accordance with their terms. 
	 
	II.	The Executive and the Company
      further amend the Agreement by deleting the third sentence in Paragraph
      8(b) in its entirety and replacing it with the following sentence:
    
	 
	 	8(b). Any stock options granted to the Executive by the
      Company shall continue to vest only through the date on which the
      Executive’s employment terminates, and unless otherwise provided by their
      terms, any restricted stock, performance share awards or other equity
      awards that were granted to the Executive by the Company that remain
      unvested as of the date on which the Executive’s employment terminates
      shall automatically be forfeited and the Executive shall have no further
      rights with respect to such awards. 
	 
	III.	The Executive and the Company
      further amend the Agreement by adding the following new Paragraph
      8(c)(iv): 
	 
	 	8(c)(iv). Other Equity Awards.
      Except as set forth in Sections
      8(c)(ii) and 8(c)(iii), performance share awards and all other equity
      awards granted to the Executive by the Company which remain outstanding
      immediately prior to the date of termination of the Executive’s
      employment, as provided in Section 7(b), shall vest and be settled in
      accordance with their terms. 
	 
	IV.    
      	The Executive and the Company
      further amend the Agreement by adding the following sentence as the final
      sentence in Paragraph 8(d)(i)(1): 
	 
	 	8(d)(i)(1). Except as set forth in this Section 8(d)(i)(1) or
      Section 8(d)(i)(2) below, the treatment of stock options, performance
      share awards and all other equity awards granted to the Executive by the
      Company which remain outstanding immediately prior to the date of such
      Change in Control shall be determined in accordance with their terms.
      









	V.	The Executive and the Company
      further amend the Agreement by deleting Paragraph 8(d)(i)(2)(c) and
      replacing it with the following new Paragraph 8(d)(i)(2)(c):
	 
	 	8(d)(i)(2)(c). Health Care
      Coverage. The Executive shall be
      entitled to the continuation of the Executive’s health care coverage under
      the Company’s employee benefit plans (including medical, dental, vision
      and mental coverage) which the Executive had at the time of the
      termination of employment (including coverage for the Executive’s
      dependents to the extent such dependents were covered immediately prior to
      such termination of employment) at the Company’s expense for the greater
      of (i) the remainder of the Term of Employment then in effect or (ii) a
      period of two (2) years commencing on the date of the Executive’s
      termination of employment. Such health care continuation rights will be in
      addition to any rights the Executive may have under ERISA Sections 600 and
      thereafter and Section 4980B of the Internal Revenue Code (“COBRA
      coverage”).
	 
	VI.    
      	The Executive and the Company
      further amend the Agreement by deleting Paragraph 8(d)(i)(2)(d) and
      replacing it with the following new Paragraph 8(d)(i)(2)(d):
	 
	 	8(d)(i)(2)(d). Estate
      Planning. The Executive shall be
      entitled to reimbursement of the Executive’s estate planning expenses
      (including attorneys’ fees) on the same basis, if any, as to which the
      Executive was entitled to such reimbursements immediately prior to such
      termination of employment for the greater of (i) the remainder of the Term
      of Employment then in effect or (ii) a period of two (2) years commencing
      on the date of termination of employment.
	 
	VII.	The Executive and the Company
      further amend the Agreement by moving the current Paragraph 9(b)(ii) to a
      new Paragraph 9(b)(iii) and adding the following new Paragraph
      9(b)(ii):
	 
	 	9(b)(ii). The foregoing restrictions in Section 9(b)(i) shall have
      no force or effect in the event that: (i) the Executive’s employment with
      the Company is terminated either by the Company pursuant to Section
      6(d)[Without Cause] or by the Executive pursuant to Section 6(e)
      [Termination by the Executive for Good Reason]; or (ii) the Company fails
      to approve or grant an extension of this Agreement in accordance with
      Section 1 hereof.
	 
	VIII.     	The Executive and the Company
      further amend the Agreement by deleting the second sentence in Paragraph
      16 in its entirety and replacing it with the following
  sentence:
	 
	 	16. However, any amounts due the Executive under Sections
      8(a)(i); 8(a)(ii); 8(d)(i)(2)(a),(b),(c) or (d); and/or any additional
      salary provided under Section 8(d)(i)(1) of this Agreement shall be offset
      by any cash remuneration, health care coverage and/or estate planning
      reimbursements attributable to any subsequent employment that the
      Executive may obtain during the period of payment of compensation under
      this Agreement following the termination of the Executive’s employment
      with the Company.


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


	ROSS
      STORES, INC.  		EXECUTIVE  	
	
/s/ Michael
      Balmuth    		/s/ Barbara Rentler 	
	Name  		Name  	 
	Michael
      Balmuth  	 	 	
	Vice
      Chairman, President  		  	
	and Chief
      Operating Officer