THIRD AMENDMENT TO THE EMPLOYMENT
AGREEMENT

THE THIRD AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the “Third Amendment”)
is made and entered effective the 6th
day of April 2007, by Ross Stores, Inc. (the “Company”) and Michael Balmuth (the
“Executive”). The Executive and the Company previously entered into an
Employment Agreement effective May 31, 2001; a First Amendment to the Employment
Agreement effective January 30, 2003; and a Second Amendment to the Employment
Agreement effective May 18, 2005 (the original Agreement, First Amendment to the
Employment Agreement and Second Amendment to the Employment Agreement are
attached and collectively referred to herein as “the Agreement”), and it is now
the intention of the Executive and the Company to further amend the Agreement as
set forth below. Accordingly, the Executive and the Company now enter into this
Third Amendment. 

	I.	      	The
      Executive and the Company amend the Agreement by deleting Paragraph 1 of
      the Agreement in its entirety and replacing it with the following new
      Paragraph 1:
	 
	 		1.	      	Term. The
      employment of the Executive by the Company will continue as of the date
      hereof and end on January 29, 2011, unless extended or terminated in
      accordance with this Agreement, including the extensions contemplated both
      in paragraphs 1 and 4(b). During March 2009, and during March every other
      year thereafter (every two years) for so long as the Executive is employed
      by the Company, upon the written request of the Executive, the Board shall
      consider extending the Executive’s employment with the Company. Such
      request must be delivered to the Chairman of the Compensation Committee no
      later than the last day in February which precedes the March in which the
      requested extension will be considered. The Board shall advise the
      Executive, in writing, on or before the April 1st
      following its consideration of the Executive’s written request, whether it
      approves of such extension. The failure of the Board to provide such
      written advice shall constitute approval of the Executive’s request for
      the extension. If the Executive’s request for an extension is approved,
      this Agreement shall be extended two additional years.
					 
	II.		The Executive and the
      Company further amend the Agreement by deleting the first sentence of
      Paragraph 4(a) of the Agreement in its entirety and replacing it with the
      following new sentence: 
					 
			4(a). 		Salary.
      During his employment, the Company shall pay the Executive a base
      salary of not less than Nine Hundred and Eighty Eight Thousand Dollars
      ($988,000) per annum.
					 
	III.		The
      Executive and the Company further amend the Agreement by deleting the
      third sentence of Paragraph 7(f) of the Agreement in its entirety and
      replacing it with the following new sentence: 
	 
	 		
      A “Change in Control” shall be
      deemed to have occurred if: (1) any person or group (within the meaning of
      Rule 13d-3 of the rules and regulations promulgated under the Securities
      Exchange Act of 1934, as amended) shall acquire during the twelve-month
      period ending on the date of the most recent acquisition by such person or
      group, in one or a series of transactions, whether through sale of stock
      or merger, ownership of stock of the Company that constitutes 35% or more
      of the total voting power of the stock of the Company or any successor to
      the Company; (2) a merger in which the Company is a party pursuant to
      which any person or such group acquires ownership of stock of the Company
      that, together with stock held by such person or group, constitutes more
      than 50% of the total fair market value or total voting power of the stock
      of the Company, or (3) the sale, exchange, or transfer of all or
      substantially all of the Company’s assets (other than a sale, exchange, or
      transfer to one or more corporations where the stockholders of the Company
      before and after such sale, exchange, or transfer, directly or indirectly, are the beneficial
      owners of at least a majority of the voting stock of the corporation(s) to
      which the assets were transferred).



 





	IV.	      	The Executive and the Company further amend the Agreement by
      revising the last sentence in Paragraph 9(c)(ii) to read as
      follows:
			 
			
      Executive shall have two (2)
      years from the date of such termination of employment to exercise any
      vested options, provided, however, that to the extent required to comply
      with Section 409A of the Internal Revenue Code, in no event shall the
      Executive be permitted to exercise any such stock options on a date later
      than the earlier of the latest date upon which such stock options could
      have expired by their original terms under any circumstances or the tenth
      anniversary of the original date of grant of such stock
    options.

			 
	V.		
      The Executive and the Company
      further amend the Agreement by adding the following new Paragraph
      9(c)(iv): 

      Notwithstanding the foregoing, in
      no event shall the Executive be entitled to any payments or benefits under
      paragraph 9(a) of the Agreement if he is entitled to payments under this
      paragraph 9(c). 

			 
	VI.		
      The Executive and the Company
      further amend the Agreement by deleting the second sentence of Paragraph
      9(d) of the Agreement in its entirety and replacing it with the following
      new sentence: 

      Any stock options granted to the
      Executive by the Company shall continue to vest only through the date on
      which the Executive’s employment terminates, and unless otherwise provided
      by their terms, any restricted stock, performance share awards or other
      equity awards that were granted to the Executive by the Company that
      remain unvested as of the date on which the Executive’s employment
      terminates shall automatically be forfeited and the Executive shall have
      no further rights with respect to such awards.

			 
	VII.		
      The Executive and the Company
      further amend the Agreement by adding the following new sentence as the
      last sentence of Paragraph 9(e) of the Agreement: 

      In addition, the Company shall
      pay the Executive an annual bonus for the Company’s fiscal year ending
      January 29, 2011. Such bonus shall not be paid until due under the
      applicable Company bonus plan.

			 
	VIII.		
      The Executive and the Company
      amend the Agreement by deleting Paragraph 10 of the Agreement in its
      entirety and replacing it with the following new Paragraph 10:
    

	 
	 		10.	      	
      Certain Employee
      Acknowledgements 

					 
					
      (a)      Employee
      Acknowledgement. The Company and the
      Executive acknowledge that (i) the Company has a special interest in and
      derives significant benefit from the unique skills and experience of the
      Executive; (ii) as a result of the Executive’s service with the Company,
      the Executive will use and have access to some of the Company’s
      proprietary and valuable confidential information during the course of the
      Executive’s employment; (iii) the confidential information has been
      developed and created by the Company at substantial expense and
      constitutes valuable proprietary assets of the Company, and the Company
      will suffer substantial damage and irreparable harm which will be
      difficult to compute if, during the term of the Executive’s employment or
      thereafter, the Executive should disclose or improperly use such confidential information in violation of the
      provisions of this Agreement; (iv) the Company will suffer substantial
      damage and irreparable harm which will be difficult to compute if the
      Executive competes with the company in violation of this Agreement; (v)
      the Company will suffer substantial damage which will be difficult to
      compute if, the Executive solicits or interferes with the Company’s
      employees, clients, or customers; (vi) the provisions of this Agreement
      are reasonable and necessary for the protection of the business of the
      Company; and (vii) the provisions of this Agreement will not preclude the
      Executive from obtaining other gainful employment or
      service.



 





	       	      	     	      	(b)	      	
      Non-Compete.

							 
							(i)	      	
      During the Term of Employment and
      for a period of twenty-four (24) months following the Executive's
      termination of employment with the Company, the Executive shall not,
      directly or indirectly, own, manage, control, be employed by, consult
      with, participate in, or be connected in any manner with the ownership,
      management, operation, control of, or otherwise become involved with, any
      Competing Business, nor shall the Executive undertake any planning to
      engage in any such activity. 

      For purposes of this Agreement, a
      Competing Business shall mean any of the following: (1) any business that
      is in whole or in substantial part competitive with the business of the
      Company then being conducted or under consideration, (2) any off-price
      retailer or retailer of discount merchandise, including without
      limitation, Burlington Coat Factory Warehouse Corporation, Federated
      Department Stores, Inc., TJX Companies Inc., Retail Ventures Inc., Kohl’s
      Corporation, Stein Mart, Inc., Foot Locker, Inc., Payless ShoeSource,
      Inc., Bed, Bath & Beyond Inc., Linens ‘n Things, Inc., Tuesday Morning
      Corporation, and (3) any affiliates, subsidiaries or successors of
      businesses identified above. 

									 
							(ii)		
      The foregoing restrictions in
      paragraph 10(b)(i) shall have no force or effect in the event that: (i)
      the Executive’s employment with the Company is terminated either by the
      Company pursuant to paragraph 7(d)[Without Cause] or by the Executive
      pursuant to paragraph 7(e) [Termination by the Executive for Good Reason];
      or (ii) the Company fails to approve or grant an extension of this
      Agreement in accordance with paragraph 1 hereof. 

							 		 
							(iii)		
      Paragraph 10(b)(i) shall not
      prohibit the Executive from making any investment of 1% or less of the
      equity securities of any publicly-traded corporation which is considered
      to be a Competing Business.

						 			
					(c)		
      Non-Solicitation of Employees.
      During the Term of Employment and for a
      period of 24 months following the Executive’s termination of that
      employment with the Company, the Executive shall not, without the written
      permission of the Company or an affected affiliate, directly or indirectly
      (i) solicit, employ or retain, or have or cause any other person or entity
      to solicit, employ or retain, any person who is employed by the Company or
      was employed by the Company during the 6-month period prior to such
      solicitation, employment, or retainer, (ii) encourage any such person not
      to devote his or her full business time to the Company, or (iii) agree to
      hire or employ any such person. 

							 
					(d)		
      Non-Solicitation of Third
      Parties. During the Term of Employment
      and for a period of 24 months following the Executive’s termination of
      employment with the Company, the Executive shall not directly or
      indirectly solicit or otherwise influence any entity with a business
      arrangement with the Company, including, without limitation, customers,
      suppliers, sales representatives, lenders, lessors, and lessees, to
      discontinue, reduce, or otherwise materially or adversely affect such
      relationship.  

	 								






	       	      	     	      	(e)	      	
      Non-Disparagement. The
      Executive acknowledges and agrees that the Executive will not defame or
      criticize the services, business, integrity, veracity, or personal or
      professional reputation of the Company or any of its directors, officers,
      employees, affiliates, or agents of any of the foregoing in either a
      professional or personal manner either during the term of the Executive’s
      employment or thereafter. 

							 
	IX.		The Executive and the
      Company amend the Agreement by deleting Paragraph 22 of the Agreement in
      its entirety and replacing it with the following new Paragraph
      22:
							 
			22.		
      Compliance with Section
      409A. Notwithstanding any other provision of this Agreement to
      the contrary, the provision, time and manner of payment or distribution of
      all compensation and benefits provided by this Agreement that constitute
      nonqualified deferred compensation subject to and not exempted from the
      requirements of Code Section 409A (“Section 409A Deferred
      Compensation”) shall be subject to, limited by and construed in
      accordance with the requirements of Code Section 409A and all regulations
      and other guidance promulgated by the Secretary of the Treasury pursuant
      to such Section (such Section, regulations and other guidance being
      referred to herein as “Section
      409A”), including the following:

							 
					(a)		
      Separation from Service.
      Payments and benefits constituting Section 409A Deferred Compensation
      otherwise payable or provided pursuant to paragraph 9 upon the Executive’s
      termination of employment shall be paid or provided only at the time of a
      termination of the Executive’s employment which constitutes a Separation
      from Service. For the purposes of this Agreement, a “Separation from Service” is a separation from service
      within the meaning of Section 409A.

							 
					(b)		
      Six-Month Delay
      Applicable to Specified Employees. If, at the time of a
      Separation from Service of the Executive, the Executive is a “specified
      employee” within the meaning of Section 409A (a “Specified Employee”), then no payments and benefits
      constituting Section 409A Deferred Compensation to be paid or provided
      pursuant to paragraph 9 upon the Separation from Service of the Executive,
      other than such payments and benefits that constitute “separation pay”
      upon an “involuntary separation” (within the meaning of Section 409A) not
      in excess of two times the maximum amount that may be taken into account
      under a qualified plan pursuant to Section 401(a)(17) of the Code for the
      year in which the Separation from Service occurs (i.e., $460,000 in the
      event of separation during 2008) whether paid under this Agreement or
      otherwise, shall be paid or provided before the later of (i) the date that
      is six (6) months after the date of such Separation from Service or, if
      earlier, the date of death of the Executive (in either case, the
      “Delayed Payment Date”), or (ii) the date or dates on which such
      Section 409A Deferred Compensation would otherwise be paid or provided in
      accordance with paragraph 9. All such amounts that would, but for this
      paragraph 22(b), become payable prior to the Delayed Payment Date shall be
      accumulated and paid on the Delayed Payment Date.

							 
					(c)		
      Heath Care and Estate
      Planning Benefits. In the event that all or any of the benefits
      to be provided pursuant to paragraphs 4(g), (i) or 4(j) as a result of a
      Participant’s Separation from Service constitute Section 409A Deferred
      Compensation, the Company shall provide for such benefits constituting
      Section 409A Deferred Compensation in a manner that complies with Section
      409A. To the extent necessary to comply with Section 409A, the Company
      shall determine the premium cost necessary to provide such benefits
      constituting Section 409A Deferred Compensation for the applicable
      coverage period and shall pay such premium cost which becomes due and
      payable during the applicable coverage period on the applicable due date
      for such premiums; provided, however, that if the Executive is a Specified
      Employee, the Company shall not pay any such premium cost until the
      Delayed Payment Date. If the Company’s
      payment pursuant to the previous sentence is subject to a Delayed Payment
      Date, the Executive shall pay the premium cost between the date of
      Separation from Service and the Delayed Payment Date, and on the Delayed
      Payment Date the Company shall reimburse the Executive for such Company
      premium cost paid by the Executive and shall pay the balance of the
      Company’s premium cost necessary to provide such benefit coverage for the
      remainder of the applicable coverage period as and when it becomes due and
      payable over the applicable period. 

	 							      	






	       	      	     	      	(d)	      	
      Matching Contributions.
      In the event that Matching Contributions
      are provided pursuant to paragraph 4(e), such amounts shall be determined
      based on the maximum annual Company 401(k) Plan match allowed under the
      Company 401(k) Plan in effect at the time of payment. Such amount shall be paid annually no later than December 31 of the
      respective year in which a matching contribution would have been made if
      the Executive was employed by the Company.

							 
					(e)		
      Stock-Based Awards.
      The vesting of any stock-based
      compensation awards which constitute Section 409A Deferred Compensation
      and are held by the Executive, if the Executive is a Specified Employee,
      shall be accelerated in accordance with this Agreement to the extent
      applicable; provided, however, that the payment in settlement of any such
      awards shall occur on the Delayed Payment Date. Any stock-based
      compensation which vests and becomes payable upon a Change in Control in
      accordance with paragraph 4(b) shall not be subject to this paragraph
      22(d). 

							 
					(f)		
      Rights of the Company; Release
      of Liability. It is the mutual
      intention of the Executive and the Company that the provision of all
      payments and benefits pursuant to this Agreement be made in compliance
      with the requirements of Section 409A. To the extent that the provision of
      any such payment or benefit pursuant to the terms and conditions of this
      Agreement would fail to comply with the applicable requirements of Section
      409A, the Company may, in its sole and absolute discretion and without the
      consent of the Executive, make such modifications to the timing or manner
      of providing such payment and/or benefit to the extent it determines
      necessary or advisable to comply with the requirements of Section 409A;
      provided, however, that the Company shall not be obligated to make any
      such modifications. Any such modifications made by the Company shall, to
      the maximum extent permitted in compliance with the requirements of
      Section 409A, preserve the aggregate monetary face value of such payments
      and/or benefits provided by this Agreement in the absence of such
      modification. The Executive acknowledges that (i) the provisions of this
      paragraph 22 may result in a delay in the time at which payments would
      otherwise be made pursuant to this Agreement and (ii) the Company is
      authorized to amend this Agreement, to void or amend any election made by
      the Executive under this Agreement and/or to delay the payment of any
      monies and/or provision of any benefits in such manner as may be
      determined by the Company, in its discretion, to be necessary or
      appropriate to comply with Section 409A (including any transition or
      grandfather rules thereunder) without prior notice to or consent of the
      Executive. The Executive hereby releases and holds harmless the Company,
      its directors, officers and stockholders from any and all claims that may
      arise from or relate to any tax liability, penalties, interest, costs,
      fees or other liability incurred by the Executive as a result of the
      application of Code Section 409A. 

							 
					(g)		
      Interest. If, in
      accordance with this paragraph 22, this Agreement is modified to delay the
      date of any payment or benefit which, in the absence of such modification,
      would have occurred within six (6) months following the date of
      termination of Executive’s employment with the Company (the “Original
      Payment Date”) to a date six (6) months or more following the date of
      termination of Executive’s employment with the Company (the “Delayed
      Payment Date”), then the principal amount of such payment or benefit shall
      accrue interest from the Original Payment Date to the Delayed Payment Date
      at the applicable Federal rate provided for in Section 7872(f)(2)(A) of
      the Internal Revenue Code. The Company shall pay such accrued interest to
      Executive on the Delayed Payment Date.
      

	 	      	     	      				      	






	       	      	     	      	(h)	      	
      Attorney’s Fees and Costs.
      Any dispute or claim relating to or
      arising out of any delay in the Company’s provision of payments or
      benefits in accordance with any modification of this Agreement pursuant to
      this paragraph 22 or the provision of interest in accordance with
      paragraph 22(f) shall be resolved by binding arbitration in accordance
      with paragraph 19. However, notwithstanding
      the provisions of paragraph 20 regarding attorney’s fees and costs to the
      contrary, the Company shall reimburse Executive for any and all attorney’s
      fees and costs reasonably incurred by Executive in clarifying or enforcing
      Executive’s rights with respect to such delayed payments or benefits or
      interest if Executive establishes liability with respect to the merits of
      the claim in respect of which such attorney’s fees and costs are incurred.
      Executive shall reimburse the Company for any and all attorney’s fees and
      costs reasonably incurred by Company in defending any such claim brought
      by Executive if the arbitrator determines that such claim by Executive is
      frivolous or maintained in bad faith. 

	 	      	     	      				      	
									 


Except for the amendments, as set forth
above, the Agreement and all of its terms remain in force and in effect.



	ROSS STORES,
      INC.  	 	EXECUTIVE  
	 		 
	 	 	 
	Norman
      Ferber  		Michael
      Balmuth  
	 		 
	Date  		Date