Ross Stores (ROST)

Shares in (000s)

(a)
Number of securities
to be issued upon
exercise of
outstanding options
and rights

(b)
Weighted average
exercise price per
share of outstanding
options and rights

(c)
Number of securities
remaining available for
future issuance
(excluding securities
reflected in column (a)) ¹

Equity compensation plans approved by security holders

6,473

²

$20.82

13,774

³

Equity compensation plans not approved by security holders⁴

2,192

$19.57

—  

Total

8,665

$20.51

13,774

¹

Upon approval by stockholders of the 2004 Equity Incentive Plan in May 2004, any shares remaining available for grant in the share reserves of the 1992 Stock Option Plan, the 2000 Equity Plan, the 1991 Outside Directors Stock Option Plan and the 1988 Restricted Stock Plan were automatically canceled.

²

Represents shares reserved for options granted under the prior 1992 Stock Option Plan, the prior 1991 Outside Directors  Stock Option Plan, and the 2004 Equity Incentive Plan.

³

Includes 1,658,000 shares reserved for issuance under the Employee Stock Purchase Plan and 12,116,000 shares reserved for issuance under the 2004 Equity Incentive Plan.

⁴

Represents shares reserved for options granted under the prior 2000 Equity Incentive Plan, which was approved by the Company’s Board of Directors in March 2000.