THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Ross Stores, Inc. (ROST)

4/12/2006 Proxy Information

On August 11, 2000, the Company made an interest-free relocation loan of $2.5 million to James C. Peters, former President and Chief Operating Officer, that was secured by a deed of trust on his principal residence. In February 2005, Mr. Peters resigned from the Company. Pursuant to the loan terms, all outstanding principal under the loan was repaid within 120 days following Mr. Peters’ termination of employment with the Company.

The Company maintains consulting and benefits agreements with Mr. Ferber, its Chairman of the Board. The Company also maintains a consulting agreement with Mr. Moldaw, its Chairman Emeritus. Further details are disclosed under “Compensation of Directors.”

The Company paid $0.1 million, $1.6 million, and $4.0 million for children’s apparel purchases at fair market value from The Gymboree Corporation in fiscal 2005, 2004, and 2003. Stuart G. Moldaw, a director and Chairman Emeritus of the Company, is also a director and Chairman Emeritus of The Gymboree Corporation.

4/14/2005 Proxy Information

Mr. Bush was Senior Vice President of Strategic Planning and Marketing of Ross Stores, Inc. from 1991 to 1995, and Senior Consultant at Bain & Co. from 1985 to 1991.

On August 11, 2000, the Company made an interest-free relocation loan of $2.5 million to Mr. Peters, secured by a deed of trust on his principal residence. In February 2005, Mr. Peters resigned from the Company. All outstanding principal under the loan is due and payable 120 days following termination of employment with the Company. In the first quarter of fiscal 2005, the Company accrued approximately $2.3 million in expenses related to severance obligations in accordance with his employment agreement.

The Company maintains consulting and benefits agreements with Mr. Ferber, its Chairman of the Board. The Company also maintains a consulting agreement with Mr. Moldaw, its Chairman Emeritus. Further details are disclosed under “Compensation of Directors.”

The Company paid $1.6 million, $4.0 million, and $2.2 million for children’s apparel purchases at fair market value from The Gymboree Corporation in fiscal 2004, 2003, and 2002. Stuart G. Moldaw, a director and Chairman Emeritus of the Company, is also a director and Chairman Emeritus of The Gymboree Corporation.

4/15/2004 Proxy Information

The Company paid $4.0 million, $2.2 million and $1.1 million for children’s apparel purchases at fair market value from The Gymboree Corporation in fiscal 2003, 2002 and 2001. Stuart G. Moldaw, a director and Chairman Emeritus of the Company, is also a director and Chairman Emeritus of The Gymboree Corporation. Mr. Moldaw is also a consultant to Ross Stores, Inc. and has been Chairman Emeritus since March 1993.

Michael J. Bush was Senior Vice President of Strategic Planning and Marketing of Ross Stores, Inc. from 1991 to 1995.

Norman Ferber receives certain compensation pursuant to an Independent Contractor Consultancy Agreement (“Consultancy Agreement”) with the Company that became effective February 1, 2000 and most recently was amended effective November 19, 2003. The agreement extends through January 29, 2005 (“Consultancy Termination Date”). While he serves as a consultant to the Company, Mr. Ferber receives a consulting fee of $1,100,000 annually, paid in monthly installments, and has voluntarily declined the annual retainer and meeting fees otherwise payable to non-employee directors. Mr. Ferber continues to receive stock option grants under the Directors Plan. In the event there is a change in control of the Company, Mr. Ferber would be entitled to continued payment of his then current consulting fee through the Consultancy Termination Date or any extension thereof. In the event that Mr. Ferber provides consulting services in connection with a change in control, he will receive a single payment of $1,500,000 upon the consummation of the transaction even if the consummation occurs after the Consultancy Termination Date or any extension thereof. Further, he would be reimbursed for any excise taxes he pays pursuant to Internal Revenue Code Section 4999.

Also, Mr. Ferber was Chief Executive Officer of Ross Stores, Inc. from March 1993 through August 1996.

On August 11, 2000, the Company made an interest-free relocation loan of $2,500,000 to Mr. Peters, secured by a deed of trust on his principal residence. All outstanding principal under the loan is due and payable on the earliest to occur of (i) July 31, 2008, (ii) 120 days following any termination of Mr. Peters’ employment with the Company, or (iii) any sale, transfer or hypothecation of all or any part of the property referenced in the deed of trust.

4/23/2003 Proxy Information

Mr. Ferber receives certain compensation pursuant to an Independent Contractor Consultancy Agreement (“Consultancy Agreement”) with the Company that became effective February 1, 2000 and most recently was amended effective November 20, 2002. The agreement extends through January 31, 2004 (“Consultancy Termination Date”). While he serves as a consultant to the Company, Mr. Ferber receives a consulting fee of $1,100,000 annually, paid in monthly installments, and has voluntarily declined the annual retainer and meeting fees otherwise payable to non-employee directors. Mr. Ferber continues to receive stock option grants under the Directors Plan.

In the event there is a change in control of the Company, Mr. Ferber would be entitled to continued payment of his then current consulting fee through the Consultancy Termination Date or any extension thereof. In the event that Mr. Ferber provides consulting services in connection with a change in control, he will receive a single payment of $1,500,000 upon the consummation of the transaction even if the consummation occurs after the Consultancy Termination Date or any extension thereof. Further, he would be reimbursed for any excise taxes he pays pursuant to Internal Revenue Code Section 4999.

Additionally, effective February 1, 2000 the Company entered into a Retirement Benefit Package Agreement (“Benefit Agreement”) with Mr. Ferber. The Benefit Agreement provides that the Company, or its successor, will provide at no cost to Mr. Ferber health and other benefits under the Company’s plans for Mr. Ferber and his immediate family until the death of both Mr. Ferber and his spouse. In addition, the Company will provide all other employee benefits typically offered to executive officers until the death of Mr. Ferber and his spouse. The agreement further states that if, as a result of Mr. Ferber’s status as a consultant to the Company, he is ineligible to participate in any of the Company’s employee benefit plans, the payments made under this Benefit Agreement shall be increased to enable Mr. Ferber to procure (to the extent available) such benefits at no additional after tax cost to him. In addition, the Benefit Agreement states that the Company will provide administrative support for Mr. Ferber as long as he serves as a member of the Company’s Board of Directors.

In addition to compensation received as a non-employee Board member, Mr. Moldaw receives administrative support and an annual fee of $80,000 for his services as consultant to the Company. During 2002, the Company also paid an annual premium of $128,560 on a split dollar life insurance policy, with a face value of $3.5 million. A portion of the total premium, or $17,962, was reported as taxable compensation during 2002 to Mr. Moldaw, and approximately $110,598 of the premium was added to the amount refundable to the Company upon death or cancellation of the policy. That policy is fully funded, and the Company does not currently expect to make further premium payments. The Company also pays the premiums for an executive medical insurance policy for Mr. Moldaw and his spouse.

The Company paid $2.2 million and $1.1 million for children’s apparel purchases at fair market value from The Gymboree Corporation in 2002 and 2001. No payments were made in 2000. Stuart G. Moldaw, Chairman Emeritus of the Company, is also Chairman Emeritus of The Gymboree Corporation.

On August 11, 2000, the Company made an interest-free relocation loan of $2,500,000 to Mr. Peters, secured by a deed of trust on his principal residence. All outstanding principal under the loan is due and payable on the earliest to occur of (i) July 31, 2008, (ii) 120 days following any termination of Mr. Peters’ employment with the Company, or (iii) any sale, transfer or hypothecation of all or any part of the property referenced in the deed of trust.