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69
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
3.1
Certificate of Incorporation of Ross Stores, Inc. as amended (Corrected First Restated Certificate of
Incorporation, dated March 17, 1999, together with amendments thereto through Amendment of Certificate of
Incorporation dated May 29, 2015) incorporated by reference to Exhibit 3.1 to the Form 10-Q filed by Ross
Stores, Inc. for its quarter ended August 1, 2015.
3.2
Amended and Restated Bylaws of Ross Stores, Inc. as amended, January 23, 2013, incorporated by reference
to Exhibit 3.3 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2013.
4.1
Note Purchase Agreement dated October 17, 2006, incorporated by reference to Exhibit 10.2 to the Form 10-Q
filed by Ross Stores, Inc. for its quarter ended October 28, 2006.
4.2
Officers’ Certificate, dated as of September 18, 2014, establishing the terms and form of the Notes,
incorporated by reference to Exhibit 4.2 to the 8-K filed by Ross Stores on September 18, 2014.
4.3
Form of the 3.375% Senior Notes Due 2024, included in Exhibit 4.2 and incorporated by reference to Exhibit 4.2
to the 8-K filed by Ross Stores on September 18, 2014.
4.4
Indenture, dated as of September 18, 2014, between Ross Stores, Inc. and U.S. Bank National Association,
incorporated by reference to Exhibit 4.1 to the 8-K filed by Ross Stores on September 18, 2014.
10.1
Revolving Credit Agreement dated March 3, 2011, incorporated by reference to Exhibit 10.1 to the Form 10-Q
filed by Ross Stores, Inc. for its quarter ended April 30, 2011.
10.2
Amendment No. 1 to Revolving Credit Agreement dated June 27, 2012, incorporated by reference to Exhibit
10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 28, 2012.
10.3
Amendment No. 2 to Credit Agreement, dated August 18, 2014, incorporated by reference to Exhibit 10.3 to the
Form 10-Q filed by Ross Stores for its quarter ended August 2, 2014.
10.4
Underwriting Agreement, dated as of September 15, 2014, by and among Ross Stores, Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as
representatives of the underwriters named therein, incorporated by reference to Exhibit 1.1 to the 8-K filed by
Ross Stores on September 18, 2014.
MANAGEMENT CONTRACTS AND COMPENSATORY PLANS (EXHIBITS 10.5 - 10.59)
10.5
Third Amended and Restated Ross Stores, Inc. 1992 Stock Option Plan, incorporated by reference to Exhibit
10.5 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 29, 2000.
10.6
Amendment to Third Amended and Restated Ross Stores, Inc. 1992 Stock Option Plan, incorporated by
reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 4, 2001.
10.7
Ross Stores, Inc. 2000 Equity Incentive Plan, incorporated by reference to Exhibit 10.7 to the Form 10-K filed by
Ross Stores, Inc. for its fiscal year ended January 29, 2000.
10.8
Amended and Restated Ross Stores, Inc. Employee Stock Purchase Plan, Amended and Restated on March
11, 2015, incorporated by reference to Exhibit 10.1 filed by Ross Stores, Inc. for its quarter ended August 1,
2015.
10.9
Amended and Restated Ross Stores, Inc. 1991 Outside Directors Stock Option Plan, as amended through
January 30, 2003, incorporated by reference to Exhibit 10.9 to the Form 10-K filed by Ross Stores, Inc. for its
fiscal year ended February 1, 2003.
10.10
Ross Stores Executive Medical Plan, incorporated by reference to Exhibit 10.9 to the Form 10-K filed by Ross
Stores, Inc. for its fiscal year ended January 30, 1999.