Ross Stores (ROST)

Standard Fee Arrangements and Restricted Stock Grant Formula.

During the 2008 fiscal year, directors who were not employees of the Company (“non-employee directors”) received an annual retainer fee of $38,000 (paid quarterly), plus $1,500 for attendance at each Board meeting, $2,000 for attendance at each meeting of the Audit Committee or Compensation Committee of the Board, and $1,000 for attendance at each meeting of the Nominating and Corporate Governance Committee. The Chairman of the Audit Committee (Mr. Seiler) and the Chairman of the Compensation Committee (Mr. Orban) received additional annual retainers of $44,000 and $25,000, respectively.

In fiscal 2008, the Ross Stores, Inc. 2004 Equity Incentive Plan was terminated and the Ross Stores, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) was approved by the Company’s stockholders. Under the terms of the 2008 Plan, the Compensation Committee adopted the Nonemployee Director Equity Award Program (the “Program”) which provides for the automatic grant of restricted stock awards each year to the Company’s non-employee directors.

In fiscal 2008, the Company transitioned directors from options to restricted stock awards. This change was intended to reduce the dilution and expense resulting from option grants and to align directors with the way executives are currently compensated. As with the formula under which options were granted in the past, the full value award base amount for grants of restricted stock increases 3% annually.

The Program provides that new directors, upon joining the Board, receive an initial restricted stock award, determined by a formula, for a number of shares equal to a base amount of $130,000 (increasing 3% each fiscal year beginning in 2009) divided by the closing price per share of the Company’s common stock on the Nasdaq on the date of grant. The Program also provides for an annual restricted stock award, determined by formula, for a number of shares equal to a base amount of $76,000 (increasing 3% each fiscal year beginning in 2009) divided by the closing price per share of the Company’s common stock on the Nasdaq on the date of the grant, which is the date of the Annual Meeting. In fiscal 2008, the Compensation Committee approved an automatic grant of shares equal to $76,000 divided by the closing price per share of the Company’s common stock on the Nasdaq on the date of the 2008 Annual Meeting and granted on June 18, 2008. Restricted stock awards granted to non-employee directors vest 1/3 on the first anniversary of the grant, 1/3 on the second anniversary of the grant and 1/3 on the third anniversary of the grant, provided that the individual’s service has not terminated.

On June 18, 2008, each of Ms. Garrett and Messrs. Bjorklund, Bush, Ferber, Orban, and Seiler were granted restricted stock awards for 2,144 shares of common stock under the 2008 Plan.