AMENDED RETIREMENT BENEFITS
PACKAGE AGREEMENT 

This Amended Retirement Benefits
Package Agreement (the “Agreement”) made and entered into
on January 30, 2012 (the “Effective
Date”) by and between Ross Stores, Inc.
(“Company”) and Norman A. Ferber, an individual (“Ferber”), amends the Amended and
Restated Retirement Benefit Package Agreement entered into by the Company and
Ferber effective as of January 6, 2010 (the “Prior Agreement”) as follows:


	1.	Paragraph 1.1(a) of the Prior Agreement is deleted in its entirety
      and replaced with the following new Paragraph 1.1(a):
	       	     	
			
      1.1(a) Benefit Plans. Until the death of both Ferber and his spouse, (1) Ferber and his
      “Immediate Family” (defined as Ferber, Ferber’s spouse and Ferber’s
      children under the age of twenty one and children twenty one or older if
      living at home or at college; provided, that, if applicable federal or
      state laws mandate the coverage of Ferber’s children for a longer period
      or under additional circumstances than are described herein, such
      definition shall be automatically deemed amended to comply with such
      applicable laws), shall be entitled to continue to participate (at no cost
      to them) in the following Ross employee benefit plans, in effect on the
      date hereof, in which Ferber now participates: executive medical, dental,
      vision and mental health insurance; health advisory services; group life
      insurance; accidental death and dismemberment insurance; business travel
      insurance; group excess personal liability; and matching of Ferber’s
      401(k); and (2) subject to the last sentence of this Section 1.1(a), Ross
      shall not make any changes in such plans or arrangements that would
      adversely affect Ferber’s rights or benefits thereunder, unless change
      occurs pursuant to a program applicable to all senior executives of Ross,
      including Ross’ Chief Executive Officer, and does not result in a
      proportionately greater reduction in the rights of, and benefits to,
      Ferber as compared with any other senior executive of Ross. Ferber shall
      be entitled to participate in or receive benefits under any employee
      benefit plan or arrangement made available by Ross in the future to its
      executives and key management employees, subject to, and on a basis
      consistent with, the terms, conditions and overall administration of such
      plans and arrangements. Notwithstanding the foregoing, the medical, dental and vision
      benefits provided under this Section 1.1(a) shall be provided at a minimum
      level of coverage equal to the greater of (i) the level of coverage
      provided to Ferber in 2012 (which coverage shall include, without
      limitation, the benefits set forth on Part II of the attached amended
      Exhibit A) or (ii) the level of coverage provided to Ross’
      Chief Executive Officer during the year such coverage is
      provided.










	2.	Paragraph 1.4 of the Prior Agreement is deleted in its entirety and
      replaced with the following new Paragraph 1.4:
	       	     	
			
      1.4 Annual Payments. Upon termination of the Consultancy Agreement upon the
      Termination Date (as defined in the Consultancy Agreement), or for any
      reason other than Ferber’s death prior to the Termination Date, Ross shall
      pay Ferber annually the amount of $75,000 for a period of ten (10) years
      with the first such payment to be made in the year in which the
      Consultancy Agreement so terminates, and each annual payment is to be made
      on the earlier of (a) June 1st (or if June 1st is
      not a business day, the immediately following business day) if such
      termination occurs on the Termination Date, or (b) ten (10) days after the
      termination of the Consultancy Agreement (or if the 10th day is
      not a business day, the immediately following business day) if such
      termination occurs prior to the Termination Date for any reason other than
      Ferber’s death, of each year during year during this ten-year
      period.

			 
	3.	Except as so amended, the Prior Agreement remains in full force and
      effect.



     IN WITNESS WHEREOF, the parties have
executed this Agreement on the first date first above written. 

Company: 

ROSS STORES, INC. 

	By: 			
		George P. Orban	          	  Norman A. Ferber
		Chairman,
      Compensation		
		Committee		









EXHIBIT A TO AMENDED AND
RESTATED RETIREMENT BENEFIT
PACKAGE AGREEMENT

				Annual Total		Gross-Up			
			     	Cost	     	(43.815%)	     	Ross Cost
	Part 1										
	          	Executive
      Medical - Family Coverage		$	49,224.36					$	49,224.36
		Executive Dental - Family
      Coverage		$	5,563.92					$	5,563.92
		Executive Vision
      - Family Coverage		$	2,499.00					$	2,499.00
		2011 401k Match on max comp (4%
      of $245k)		$	9,800.00					$	9,800.00
		Group Life
      Insurance ($1m)		$	2,112.00		$	1,647.01		$	3,759.01
		Group Acc Death & Dis
      Insurance ($1m)		$	276.00		$	215.23		$	491.23
		Life Insurance -
      $2m Policy		$	8,150.00		$	6,355.65		$	14,505.65
		Estate/Tax Planning
      Reimbursement (up to $20k)		$	 20,000.00		$	 15,596.69		$	35,596.69
		Health Advisory
      Service		$	13,500.00		$	10,527.77		$	 24,027.77
	 
		Total		$	111,125		$	34,342		$	145,468


	          	
	Part 2
	 
	
       	
      Executive
      Medical
Plan covers 100% of all necessary medical expenses in the Aetna
      Network of providers or
Plan
      covers 100% of all necessary medical
      expenses after $300 annual deductible per family
      member if the
      provider is not
      in the Aetna network of
      Physicians
      
No co-payments or
      prescription costs and no limit on how much treatment is
      covered

      Executive
      Dental
Plan covers 100% of all necessary dental expenses whether or not the dentist is
      in network (Metlife)
Annual
      maximum per family member is $7,500
Lifetime maximum per
      family member for orthodontia is $10,000

      Executive
      Vision
Plan covers 100% of
      all medically necessary
      expenses whether or not the optometrist is in network
      (VSP)
Maximum of $500 per frame
Non-prescription
      sunglasses are not covered