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                                ROSS STORES, INC.
                              FISCAL 1999 FORM 10-K
                                  EXHIBIT 10.18

                              AMENDED AND RESTATED
                                ROSS STORES, INC.
                           INCENTIVE COMPENSATION PLAN

                      (AS AMENDED EFFECTIVE MARCH 16, 2000)

         1.       ESTABLISHMENT, PURPOSE, TERM OF PLAN.

                  1.1 ESTABLISHMENT. The Ross Stores, Inc. Incentive
Compensation Plan is hereby amended and restated in its entirety as the
Amended and Restated Ross Stores, Inc. Incentive Compensation Plan (the
"PLAN") effective as of March 16, 2000 (the "EFFECTIVE DATE").

                  1.2 PURPOSE. The purposes of the Plan is to advance the
interests of the Company and its stockholders by providing an incentive to
management and other key employees of the Company to meet or exceed
pre-established, corporate profit performance and individual performance
goals.

                  1.3 TERM OF PLAN. The Plan shall continue in effect until
its termination by the Committee.

         2.       DEFINITIONS AND CONSTRUCTION.

                  2.1 DEFINITIONS. Whenever used herein, the following terms
shall have their respective meanings set forth below:

                      (a) "AWARD" means an incentive award granted under the
Plan.

                      (b) "AWARD FORMULA" means, for any Award granted to a
Participant, a formula or table establishing the percentage of the
Participant's base salary, as in effect on the last day of the Fiscal Year
with respect to which such Award was granted, that will become payable
(except as otherwise provided by the Plan) as a cash bonus at one or more
specified thresholds of attainment of the Performance Goal for the Fiscal
Year.

                      (c) "BOARD" means the Board of Directors of the Company.

                      (d) "CAUSE" means, unless otherwise defined by a
contract of employment between the Participant and the Company, any of the
following: (i) the Participant's theft, dishonesty, or falsification of any
Company documents or records; (ii) the Participant's improper use or
disclosure of the Company's confidential or proprietary information; (iii)
any

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action by the Participant which has a detrimental effect on the Company's
reputation or business; (iv) the Participant's failure or inability to
perform any reasonable assigned duties after written notice from the Company
of, and a reasonable opportunity to cure, such failure or inability; (v) any
material breach by the Participant of any employment agreement between the
Participant and the Company, which breach is not cured pursuant to the terms
of such agreement; or (vi) the Participant's conviction (including any plea
of guilty or nolo contendere) of any criminal act which impairs the
Participant's ability to perform his or her duties with the Company.

                      (e) "CODE" means the Internal Revenue Code of 1986, as
amended, and any applicable regulations promulgated thereunder.

                      (f) "CHANGE IN CONTROL" means the occurrence of any of
the following:

                          (i) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT")), other than (1) a trustee or other fiduciary holding stock
of the Company under an employee benefit plan of a Participating Company or
(2) a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of the stock
of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of stock of the
Company representing more than fifty percent (50%) of the total combined
voting power of the Company's then-outstanding voting stock; or

                          (ii) an Ownership Change Event or a series of
related Ownership Change Events (collectively, a "TRANSACTION") wherein the
stockholders of the Company immediately before the Transaction do not retain
immediately after the Transaction direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting stock of the Company or, in the event of a sale of assets,
of the corporation or corporations to which the assets of the Company were
transferred (the "TRANSFEREE CORPORATION(S)").

For purposes of the preceding sentence, indirect beneficial ownership shall
include, without limitation, an interest resulting from ownership of the
voting stock of one or more corporations which, as a result of the
Transaction, own the Company or the Transferee Corporation(s), as the case
may be, either directly or through one or more subsidiary corporations. The
Board shall have the right to determine whether multiple Ownership Change
Events are related, and its determination shall be final, binding and
conclusive.

                      (g) "COMMITTEE" means the Compensation Committee or
other committee of one or more members of the Board duly appointed to
administer the Plan and having such powers as shall be specified by the
Board. If no committee of the Board has been appointed to administer the
Plan, the Board shall exercise all of the powers of the Committee granted
herein, and, in any event, the Board may in its discretion exercise any or
all of such powers.

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                      (h) "COMPANY" means Ross Stores, Inc. a Delaware
corporation, or any successor corporation thereto.

                      (i) "DISABILITY" means a long-term disability as
defined by the long-term disability plan established by the Company for its
employees.

                      (j) "EMPLOYEE" means any person treated as an employee
(including an officer or a member of the Board who is also treated as an
employee) in the records of the Company.

                      (k) "EXECUTIVE OFFICER" mean a person who, on the last
day of a Fiscal Year, is then serving as the Chief Executive Officer, the
President, an Executive Vice President or a Senior Vice President of the
Company.

                      (l) "FISCAL YEAR" means a fiscal year of the Company.

                      (m) "OUTSIDE DIRECTOR" means a member of the Board who
(i) is not a current employee of the Company or a member of an affiliated
group of corporations within the meaning of Section 162(m) of the Code
(together with the Company, the "AFFILIATED GROUP"); (ii) is not a former
employee of the Affiliated Group who receives compensation for prior services
(other than benefits under a tax-qualified retirement plan) during the
taxable year; (iii) has not been an officer of the Affiliated Group; and (iv)
does not receive remuneration within the meaning of Section 162(m) of the
Code from the Affiliated Group, either directly or indirectly, in any
capacity other than as a member of the Board.

                      (n) "PARTICIPANT" means a person who has been granted
one or more Awards.

                      (o) "PERFORMANCE GOAL" means a target level of the
pretax earnings of the Company determined in accordance with generally
accepted accounting principles but prior to the accrual or payment of any
Award and excluding the impact (whether positive or negative) thereon of any
change in accounting standards or extraordinary, unusual or nonrecurring
item, as determined by the Committee.

                      (p) "SERVICE" means a Participant's employment with the
Company in the capacity of an Employee. A Participant's Service shall be
deemed to have terminated if the Participant ceases to be an Employee, even
if the Participant continues to render service to the Company in a capacity
other than as an Employee or commences rendering service to a parent or
subsidiary of the Company. A Participant's Service shall not be deemed to
have terminated if the Participant takes any military leave, sick leave, or
other bona fide leave of absence approved by the Company. Subject to the
foregoing, the Company, in its discretion, shall determine whether a
Participant's Service has terminated and the effective date of such
termination.

                  2.2 CONSTRUCTION. Captions and titles contained herein are
for convenience only and shall not affect the meaning or interpretation of
any provision of the Plan. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall

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include the singular. Use of the term "or" is not intended to be exclusive,
unless the context clearly requires otherwise.

         3.       ADMINISTRATION.

                  3.1 ADMINISTRATION BY THE COMMITTEE. The Plan shall be
administered by the Committee. All questions of interpretation of the Plan or
of any Award shall be determined by the Committee, and such determinations
shall be final and binding upon all persons having an interest in the Plan or
such Award.

                  3.2 ADMINISTRATION IN COMPLIANCE WITH SECTION 162(m). The
Board shall establish a Committee of composed solely of two or more Outside
Directors to administer the Plan with respect to any Award which might
reasonably be anticipated to result in the payment of employee remuneration
that would otherwise exceed the limit on employee remuneration deductible for
income tax purposes pursuant to Section 162(m) of the Code.

                  3.3 AUTHORITY OF OFFICERS. Any Executive Officer of the
Company shall have the authority to act on behalf of the Company with respect
to any matter, right, obligation, determination or election which is the
responsibility of or which is allocated to the Company herein, provided the
Executive Officer has apparent authority with respect to such matter, right,
obligation, determination or election.

                  3.4 POWERS OF THE COMMITTEE. In addition to any other
powers set forth in the Plan and subject to the provisions of the Plan, the
Committee shall have the full and final power and authority, in its
discretion:

                      (a) to determine the persons to whom, and the time or
times at which Awards shall be granted;

                      (b) to determine the terms, conditions and restrictions
applicable to each Award (which need not be identical);

                      (c) to amend or modify any Award or to waive any
restrictions or conditions applicable to any Award;

                      (d) to prescribe, amend or rescind rules, guidelines
and policies relating to the Plan, or to adopt supplements to, or alternative
versions of, the Plan, including, without limitation, as the Committee deems
necessary or desirable to comply with the laws of, or to accommodate the tax
policy or custom of, foreign jurisdictions whose citizens may be granted
Awards; and

                      (e) to correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award and to make all other
determinations and take such other actions with respect to the Plan or any
Award as the Committee may deem advisable to the extent not inconsistent with
the provisions of the Plan or applicable law.

                  3.5 INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board or officers or
employees of the Company, members of

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the Board and any officers or employees of the Company to whom authority to
act for the Board or the Company is delegated shall be indemnified by the
Company against all reasonable expenses, including attorneys' fees, actually
and necessarily incurred in connection with the defense of any action, suit
or proceeding, or in connection with any appeal therein, to which they or any
of them may be a party by reason of any action taken or failure to act under
or in connection with the Plan, or any right granted hereunder, and against
all amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such person is liable for gross negligence,
bad faith or intentional misconduct in duties; provided, however, that within
sixty (60) days after the institution of such action, suit or proceeding,
such person shall offer to the Company, in writing, the opportunity at its
own expense to handle and defend the same.

         4.       ELIGIBILITY AND AWARD LIMITATION.

                  4.1 PERSONS ELIGIBLE FOR AWARDS. Awards may be granted only
to Employees who are officers of the Company or who are designated as
District Managers, Directors, Buyers, Counselors, Regional Area Managers, Key
Employees, First Line Employees or are otherwise Employees selected by the
Committee. No person whose Service commences or recommences after October 31
of any Fiscal Year shall be eligible to be granted an Award with respect to
such Fiscal Year.

                  4.2 MAXIMUM AWARD. No Participant may be granted an Award
which would result in the Participant receiving in settlement of the Award
for any Fiscal Year an amount in excess of $1,522,000, representing 200% of
the salary of the Chief Executive Officer of the Company as in effect on May
30, 1996, the date of approval of the Plan by the Company's stockholders.

         5.       GRANT OF AWARDS.

                  Subject to the provisions of the Plan, the Committee, at
any time and from time to time, may grant Awards in such amounts and upon
such conditions as it shall determine, subject to the following:

                  5.1 ESTABLISHMENT OF PERFORMANCE GOAL AND AWARD FORMULAS.
For each Fiscal Year in which an Award is to be granted, the Committee shall
establish in writing (a) the Performance Goal applicable to any and all
Awards which may be granted for such Fiscal Year and (b) the respective Award
Formula to be applicable to each Award which may be granted for such Fiscal
Year. The Committee may, in its discretion, establish different Award
Formulas applicable to different classes, categories, positions or
organizational levels of Participants or to individual Participants. In
establishing the Performance Goal and Award Formulas, the Committee shall
take into account the recommendations of the Management Committee of the
Company. Unless otherwise permitted in compliance with the requirements under
Section 162(m) of the Code with respect to "performance-based compensation,"
the Committee shall establish the Performance Goal applicable to a Fiscal
Year and the applicable Award Formulas no later than the earlier of (a) the
date ninety (90) days after the commencement of the Fiscal

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Year or (b) the date on which 25% of the Fiscal Year has elapsed, and, in any
event, at a time when the outcome of the Performance Goal remains
substantially uncertain. Once established for a Fiscal Year, the Performance
Goal and Award Formulas (except as provided in Section 5.2 or Section 6.2)
shall not be changed.

                  5.2 DISCRETIONARY ADJUSTMENT OF AWARD FORMULAS. In its
discretion, the Committee may, either at the time it grants an Award or at
any time thereafter, provide for the adjustment of the Award Formula
applicable to an Award granted to any Participant who is not an Executive
Officer to reflect such Participant's individual performance in his or her
position with the Company or such other factors as the Committee may
determine. However, once established in accordance with Section 5.1, the
Committee shall have no discretion to alter an Award Formula applicable to
any Award granted to an Executive Officer.

                  5.3 NEW OR PROMOTED EMPLOYEES. Any Award granted by the
Committee to an Employee who becomes eligible to participate in the Plan
following the commencement of a Fiscal Year, whether as a result of hiring or
promotion, shall provide for an Award Formula prorated on the basis the
length of the Fiscal Year remaining from the date on which the Employee
becomes eligible to participate. If a Participant previously granted an Award
for a Fiscal Year is promoted to a position within a category of Participants
for which the Committee has established a more favorable Award Formula, the
more favorable Award Formula shall be applied on a pro rata basis to that
portion of the Fiscal Year remaining from the date of the Employee's
promotion, and the original Award Formula shall be applied on a pro rata
basis to that portion of the Fiscal Year preceding the date of promotion.
Notwithstanding the foregoing, no discretionary adjustment pursuant to
Section 5.2 or Section 6.2 may be made to any Award held by a Participant who
is promoted to a position of Executive Officer following the commencement of
a Fiscal Year.

                  5.4 NOTICE TO PARTICIPANTS. The Company shall notify each
Participant of the terms of the Award granted to him or her for the Fiscal
Year, including the Performance Goal and Award Formula.

         6.       SETTLEMENT OF AWARDS.

                  6.1 DETERMINATION OF FINAL AWARD VALUES. As soon as
practicable following the completion of each Fiscal Year, the Committee shall
certify in writing the extent to which the applicable Performance Goal has
been attained and the resulting final values of the Awards for such Fiscal
Year earned by the Participants and to be paid upon settlement of the Awards
in accordance with the applicable Award Formula. Except as provided in
Section 6.2, the Committee shall have no discretion to increase the value of
an Award payable upon its settlement in excess of the amount called for by
the terms of the applicable Award Formula on the basis of the degree of
attainment of the Performance Goal as certified by the Committee.

                  6.2 ADJUSTMENT FOR EXCEPTIONAL INDIVIDUAL PERFORMANCE. In
the event that the Performance Goal is not attained for a Fiscal Year, but
the Company is profitable in the judgment of the Committee, those
Participants who are not Executive Officers and who have received an
individual performance appraisal rating of "exceptional" shall be eligible to
receive the amount of the final Award value that would have become payable to
the Participant under the

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applicable Award Formula had 100% of the Performance Goal been attained and
had the Participant received an individual performance appraisal rating of
"good."

                  6.3 EFFECT OF LEAVES OF ABSENCE. Unless otherwise required
by law, payment of the final value of an Award held by a Participant who has
taken in excess of seven (7) days of military leave, sick leave or other
approved leaves of absence during the Fiscal Year shall be prorated on the
basis of the number of days of the Participant's Service during the Fiscal
Year during which the Participant was not on a leave of absence.

                  6.4 NOTICE TO PARTICIPANTS. As soon as practicable
following the Committee's determination and certification in accordance with
Section 6.1, the Company shall notify each Participant of the determination
of the Committee.

                  6.5 PAYMENT IN SETTLEMENT OF AWARDS. As soon as practicable
following the Committee's determination and certification in accordance with
Section 6.1, payment shall be made to each eligible Participant of the
resulting final value, if any, of such Participant's Award (subject to
applicable tax withholding). Except as otherwise provided in Section 7, no
Participant shall be eligible to receive a payment under any Award unless the
Participant remains an active, full-time Employee on the last day of the
Fiscal Year applicable to such Award. For this purpose, a Participant on an
approved leave of absence shall be deemed to be an active Employee. All such
payments shall be made in cash or by check.

                  6.6 TAX WITHHOLDING. The Company shall have the right to
deduct from any and all payments made under the Plan or otherwise all
federal, state, local and foreign taxes, if any, required by law to be
withheld by the Company with respect to any such payment.

         7.       EFFECT OF TERMINATION OF SERVICE.

                  7.1 DEATH OR DISABILITY. If a Participant's Service
terminates because of the death or Disability of the Participant prior to the
completion of the Fiscal Year applicable to an Award held by the Participant,
the final value of the Award shall be determined under the Award Formula by
the extent to which the applicable Performance Goal is attained with respect
to the entire Fiscal Year and by assuming for the purpose of this
determination that the Participant (if not an Executive Officer) has received
an individual performance rating of "good;" provided, however, that the
resulting amount shall be prorated on the basis of the number of days of the
Participant's Service during the Fiscal Year. Payment shall be made following
the end of the Fiscal Year in the manner provided in Section 6.

                  7.2 INVOLUNTARY TERMINATION. If a Participant's Service is
involuntarily terminated by the Company for any reason other than Cause (an
"INVOLUNTARY TERMINATION") prior to the completion of the Fiscal Year
applicable to an Award held by the Participant, the final value of the Award
shall be determined under the Award Formula by the extent to which the
applicable Performance Goal is attained with respect to the entire Fiscal
Year and by assuming for the purpose of this determination that the
Participant (if not an Executive Officer) has received an individual
performance rating of "good;" provided, however, that the resulting amount
shall be prorated on the basis of the number of days of the Participant's
Service during

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the Fiscal Year. Payment shall be made following the end of the Fiscal Year
in the manner provided in Section 6.

                  7.3 OTHER TERMINATION OF SERVICE. If a Participant's
Service terminates for any reason other than death, Disability or Involuntary
Termination prior to the completion of the Fiscal Year applicable to an Award
held by the Participant, the Participant shall immediately forfeit the Award
and shall be entitled to receive no payment therefor.

         8.       CHANGE IN CONTROL.

                  8.1 EFFECT OF CHANGE IN CONTROL. Unless otherwise provided
by a contract of employment between the Participant and the Company, in the
event of the consummation of a Change in Control prior to the completion of
the Fiscal Year applicable to the Participant's Award, then the Award shall
become payable, effective as of the date of the Change in Control, in the
amount that would constitute the final value of the Award determined in
accordance with the Award Formula had 100% of the Performance Goal for the
Fiscal Year been attained and had the Participant (if not an Executive
Officer) received an individual performance rating of "good;" provided,
however, that such amount shall be prorated on the basis of the number of
days of the Participant's Service during the Fiscal Year prior to the date of
the Change in Control. Subject to Section 8.2, payment pursuant to this
Section 8.1 (subject to applicable tax withholding) shall be made in cash or
by check as soon as practicable following the date of the Change in Control.

                  8.2 FEDERAL EXCISE TAX UNDER SECTION 4999 OF THE CODE.

                      (a) EXCESS PARACHUTE PAYMENT. In the event that any
payment pursuant to an Award and any other payment or benefit received or to
be received by the Participant would subject the Participant to any excise
tax pursuant to Section 4999 of the Code due to the characterization of such
payment or benefit as an excess parachute payment under Section 280G of the
Code, the Participant may elect, in his or her sole discretion, to reduce the
amount of any payment called for under the Award in order to avoid such
characterization.

                      (b) DETERMINATION BY INDEPENDENT ACCOUNTANTS. To aid
the Participant in making any election called for under Section 8.2(a), upon
the occurrence of any event that might reasonably be anticipated to give rise
to a payment under Section 8.1 (an "EVENT"), the Company shall promptly
request a determination in writing by independent public accountants selected
by the Company (the "ACCOUNTANTS"). Unless the Company and the Participant
otherwise agree in writing, the Accountants shall determine and report to the
Company and the Participant within twenty (20) days of the date of the Event
the amount of such payments and benefits which would produce the greatest
after-tax benefit to the Participant. For the purposes of such determination,
the Accountants may rely on reasonable, good faith interpretations concerning
the application of Sections 280G and 4999 of the Code. The Company and the
Participant shall furnish to the Accountants such information and documents
as the Accountants may reasonably request in order to make their required
determination. The Company shall bear all fees and expenses the Accountants
may reasonably charge in connection with their services contemplated by this
Section 8.2(b).

         9.       AMENDMENT OR TERMINATION OF THE PLAN.

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                  The Plan, as set forth in this document, represents the
general guidelines the Company presently intends to utilize to determine what
Awards, if any, will be granted and paid. If, however, at the sole discretion
of the Committee, the Company's best interest is served by applying different
guidelines to certain individuals, or to individuals under special or unusual
circumstances, it reserves the right to do so by notice to such individuals
at any time, or from time to time. To the extent that such applications are
contrary to any provisions of the Plan, the Plan will be deemed amended to
such extent. The Committee may terminate or amend the Plan at any time;
provided, however, that in amending the Plan the Committee shall take into
account whether the approval of the Company's stockholders of such amendment
may be required in order to continue to qualify amounts paid pursuant to the
Plan as "performance-based compensation" within the meaning of Section 162(m)
of the Code.

         10.      MISCELLANEOUS PROVISIONS.

                  10.1 NONTRANSFERABILITY OF AWARDS. Prior to settlement in
accordance with the provisions of the Plan, no Awards may be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant's beneficiary, except by will or by the laws of descent and
distribution. All rights with respect to an Award granted to a Participant
hereunder shall be exercisable during his or her lifetime only by such
Participant.

                  10.2 RIGHTS AS EMPLOYEE. No person, even though eligible
pursuant to Section 4, shall have a right to be selected as a Participant,
or, having been so selected, to be selected again as a Participant. Nothing
in the Plan or any Award granted under the Plan shall confer on any
Participant a right to remain an Employee or interfere with or limit in any
way the right of the Company to terminate the Participant's Service at any
time.

                  10.3 BENEFICIARY DESIGNATION. Each Participant may file
with the Company a written designation of a beneficiary who is to receive any
benefit under the Plan to which the Participant is entitled in the event of
such Participant's death before he or she receives any or all of such
benefit. Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Company
during the Participant's lifetime. If a married Participant designates a
beneficiary other than the Participant's spouse, the effectiveness of such
designation shall be subject to the consent of the Participant's spouse. If a
Participant dies without an effective designation of a beneficiary who is
living at the time of the Participant's death, the Company will pay any
remaining unpaid benefits to the Participant's legal representative.

                  10.4 UNFUNDED OBLIGATION. Any amounts payable to
Participants pursuant to the Plan shall be unfunded obligations for all
purposes, including, without limitation, Title I of the Employee Retirement
Income Security Act of 1974. The Company shall not be required to segregate
any monies from its general funds, or to create any trusts, or establish any
special accounts with respect to such obligations. The Company shall retain
at all times beneficial ownership of any investments, including trust
investments, which the Company may make to fulfill its payment obligations
hereunder. Any investments or the creation or maintenance of any trust or any
Participant account shall not create or constitute a trust or fiduciary
relationship

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between the Committee or the Company and a Participant, or otherwise create
any vested or beneficial interest in any Participant or the Participant's
creditors in any assets of the Company. The Participants shall have no claim
against the Company for any changes in the value of any assets which may be
invested or reinvested by the Company with respect to the Plan.

                  10.5 APPLICABLE LAW. The Plan shall be governed by the laws
of the State of California as such laws are applied to agreements between
California residents entered into and to be performed entirely within the
State of California.

                  10.6 CONTINUATION OF PRIOR VERSION OF THE PLAN AS TO
OUTSTANDING AWARDS. Notwithstanding any other provision of the Plan to the
contrary, each Award outstanding prior to the Effective Date shall continue
to be governed by the terms of the version of the Plan as in effect on the
date of grant of such Award. For purposes of the preceding sentence, such
prior version of the Plan includes the Ross Stores, Inc. Incentive
Compensation Plan adopted on May 30, 1996.

         IN WITNESS WHEREOF, the undersigned Secretary of the Company
certifies that the foregoing sets forth the Amended and Restated Ross Stores,
Inc. Incentive Compensation Plan as duly adopted by the Board on March 16,
2000.


                                        ------------------------------------
                                        Secretary