(a) On January 23, 2013, the Board of Directors (the "Board") of Ross Stores, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (the "Bylaws"). The full text of the amendments is attached hereto as Exhibit 3.4. The amendments take effect immediately.

The principal change to the Bylaws as a result of the amendments is to implement a majority voting standard with respect to uncontested elections of directors. The amendments provide that a director nominee in an uncontested election is not elected unless he or she receives more votes "for" election than votes "against" election and/or to "withhold" approval. A plurality voting standard remains applicable to any election in which there are more candidates nominated than there are director seats to be filled.

The foregoing description of the amendments to the Ross Stores, Inc. Amended and Restated Bylaws is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the text of the amendments to the Bylaws, which is attached hereto as Exhibit 3.4 and incorporated by reference herein. The Amended and Restated Bylaws as in effect prior to these amendments are attached as Exhibit 3.2 to the Form 10-Q filed by the Company for its quarter ended October 29, 2011.

(d) Exhibits.

Exhibit
No.                                          Description
3.4         Amendments adopted January 23, 2013 to the Ross Stores, Inc. Amended and
            Restated Bylaws, last amended November 16, 2011