FOURTH AMENDMENT
TO THE EMPLOYMENT
AGREEMENT 

THE FOURTH AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the “Fourth Amendment”)
is made and entered effective the __ day of June 2009, 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; a Second
Amendment to the Employment Agreement effective May 18, 2005; and a Third
Amendment to the Employment Agreement effective April 6, 2007 (the original
Agreement; First Amendment to the Employment Agreement; Second Amendment to the
Employment Agreement; and Third 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
Fourth 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 28, 2012, unless extended or terminated in accordance with this
      Agreement, including the extensions contemplated both in paragraphs 1 and
      4(b). During March 2010, and during March every year thereafter (every one
      year) 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 one additional
      year.

					  
		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 One Million Twenty-Five Thousand Dollars
      ($1,025,000) per annum.

					 
				
      The Executive and the Company further amend
      the Agreement by deleting the fourth sentence of Paragraph 4(a) of the
      Agreement in its entirety and replacing it with the following new
      sentence:

				 
					
      In addition, during his employment, the
      Company shall pay the Executive each year an amount (“Premium Payment”)
      equal to the sum of: (i) the total premiums for such year on certain life
      insurance policies held in an irrevocable life insurance trust established
      by the Executive, with an aggregate face value of $12 million; and (ii) an
      amount necessary to gross-up Executive for any federal, state and local
      income tax liability attributable to the premium amounts.

					 
		III.		
      The Executive and the Company further amend
      the Agreement to delete the words “(the “Matching Contributions”) from the
      end of the second sentence of Paragraph 4(e) of the
    Agreement.

				 
		IV.		
      The Executive and the Company further amend
      the Agreement by deleting the first sentence of Paragraph 4(i) of the
      Agreement in its entirety and replacing it with the following new three
      sentences:








				      	
      4(i). Subject to the third sentence of this paragraph 4(i), the
      Executive and his spouse shall be entitled to continue, until their
      respective deaths, to participate (at no cost to the Executive and his
      spouse) in the following Company employee benefit plans and arrangements
      (or other benefit plans or arrangements providing substantially similar
      benefits) in which the Executive participates on the date hereof):
      medical, dental, vision and behavioral health insurance; life insurance;
      accidental death and dismemberment insurance; group excess personal
      liability (collectively, “Benefits”); and the Company shall annually
      provide the Executive for as long as he lives an amount equal to the
      maximum employer matching contribution permitted under the terms and
      limits of the Company’s 401(k) plan in effect during the year of such
      payment (assuming the Executive remained employed with the Company and
      made the maximum contribution to such plan permitted by law), grossed up
      to reflect the pretax nature of a 401(k) contribution (the “Matching
      Contribution”). Notwithstanding the preceding sentence, no payment
      provided in paragraph 4(a) [Salary] of this Agreement shall be considered
      a benefit plan or arrangement pursuant to this paragraph 4(i) and the
      Executive, or his spouse, shall not be entitled to continuation of any
      payment provided in paragraph 4(a) pursuant to this paragraph 4(i).
      Notwithstanding the first sentence of this paragraph 4(i) to the contrary,
      the Executive’s spouse, as of May 19, 2009, shall be entitled to medical
      insurance (at no cost to the Executive or such spouse until such time as
      Executive and such spouse are no longer legally married) for so long as
      the Executive remains employed by the Company, and such spouse shall not
      be entitled to any other Benefits.

				   
				
      The Executive and the Company further amend
      the Agreement by deleting the last sentence of Paragraph 4(i) of the
      Agreement in its entirety.

				    
	      	V.	      	
      The Executive and the Company
      further amend the Agreement by adding the following new Paragraph
      4(k):

				  
					
      4(k). Restricted Stock Award.
      The Executive shall receive a restricted stock
      award with a face value of $4,400,000. The number of shares awarded will
      be determined based on the Company’s stock price at the close of the
      market on March 18, 2009 as reported on Nasdaq. Except as otherwise
      provided by this Agreement, the shares will “cliff” vest in full (100%) on
      March 18, 2012 (thirty-six months from grant date), provided the Executive
      continues service with the Company through such date, provided however,
      that restricted stock that would otherwise vest on a date on which a sale
      of such shares by the Executive would violate the Insider Trading Policy
      shall vest as set forth in the Restricted Stock Agreement. The terms and
      conditions of this restricted stock award will be set forth in the Notice
      of Grant of Award, the Ross Stores, Inc. Restricted Stock Agreement (the
      “Restricted Stock Agreement”), and the Ross Stores, Inc. 2008 Equity
      Incentive Plan. The term “restricted stock” in this Agreement shall mean
      shares of stock granted under the terms of a Restricted Stock
      Agreement.

					  
		VI.		
      The Executive and the Company further amend
      the Agreement by adding the following new Paragraph 4(l):

				  
					
      4(l). Performance Share Award.
      The Executive shall receive for the fiscal year
      ending on January 30, 2010 a target number of Performance Shares equal to
      $2,750,000 divided by the closing market price on March 18, 2009 as
      reported on Nasdaq. The Performance Shares shall represent the right to
      receive Common Shares of the Company’s stock determined by the extent to
      which the target level of adjusted pretax profit for the fiscal year
      ending January 30, 2010, approved by the Compensation Committee of the
      Ross Stores, Inc. Board of Directors, has been attained and certified by
      the Compensation Committee.








				      	
      Except as otherwise provided in the
      Performance Share Agreement, the Company shall issue, based on performance
      attained, Unvested Common Shares of the Company’s stock in settlement of
      Performance Shares on the Settlement Date of March 31, 2010. Except as
      otherwise provided in the Performance Share Agreement, Unvested Common
      Shares issued in settlement of the Performance Shares shall vest and
      become Vested Common Shares on January 28, 2012, provided the Executive
      continues service with the Company through such date, provided however, that Unvested
      Common Shares that would otherwise become Vested Common Shares on a date
      on which a sale of such shares by the Executive would violate the Insider
      Trading Policy shall become Vested Common Shares as set forth in the
      Performance Share Agreement. The terms and conditions of the Performance
      Shares shall be set forth in the Notice of Grant of Performance Shares,
      the Ross Stores, Inc. Performance Share Agreement (the “Performance Share
      Agreement”), and the Ross Stores, Inc. 2008 Equity Incentive Plan.
      Capitalized terms in this paragraph 4(j) shall have the same meanings
      assigned to such terms in the Performance Share
Agreement.

				   
	      	VII.	      	
      The Executive and the Company
      further amend the Agreement by deleting Paragraph 9(a)(ii) of the
      Agreement in its entirety and replacing it with the following new
      Paragraph 9(a)(ii):

				  
					
      (ii). Bonus. The Company shall continue
      to pay to the Executive an annual bonus through the remainder of the term
      of the Agreement, as defined in paragraph 1 (including any extension
      pursuant to paragraphs 1 or 4(b)). The amount of each annual bonus payable
      pursuant to this paragraph 9(a)(ii) shall be equal to the annual bonus
      that the Executive would have earned had no such termination under
      paragraphs 7(b), 7(d) or 7(e) occurred, contingent on the relevant annual
      bonus plan performance goals for the respective year having been obtained.
      However, in no case shall any such post-termination annual bonus exceed
      100% of the Executive’s target bonus for the fiscal year of the Company in
      which the Executive’s termination of employment occurs. Such bonuses shall
      not be paid until due under the applicable Company bonus
      plan.

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

				  
					
      (e) Non-Renewal. If the Agreement
      expires as set forth in paragraph 7(h) [Non-Renewal], the Company shall
      have no further obligations to the Executive except as set forth in
      paragraphs 7(h) and 13 and except that the Executive shall immediately
      become fully vested in any restricted stock granted to the Executive by
      the Company under the Ross Stores, Inc. Restricted Stock Agreement which
      has not become vested as of such expiration date. The Company shall also
      pay the Executive an annual bonus for the Company’s fiscal year ending
      January 28, 2012. Such bonus shall not be paid until due under the
      applicable Company bonus plan.

					 
		IX.		
      The Executive and the Company further amend
      the Agreement by adding the following new Paragraph 9(f):

				 
					
      (f) Dividend Repayment
      Right. If the Executive terminates pursuant to
      paragraphs 7(a)[Death], 7(b) [Disability], 7(d)[Without Cause], or
      7(e)[Termination by Executive for Good Reason], the Company shall waive
      any reacquisition or repayment rights for dividends paid on shares of
      restricted stock (granted under the terms and conditions of the Ross
      Stores Inc. Restricted Stock Agreement) or Unvested Common Shares (granted
      under the terms and conditions of the Ross Stores Inc. Performance Share
      Agreement) prior to Executive’s termination of
      employment.








	      	X.	      	The Executive and
      the Company further amend the Agreement by adding the following new
      Paragraph 9(g):
				  
				      	
      (g) Release of Claims.
      Notwithstanding the provisions of this paragraph 9, the Executive shall be
      entitled to such payments in this paragraph 9; provided that within sixty
      (60) days following the Executive’s termination of employment the
      Executive executes a general release of claims against the Company and its
      subsidiaries, affiliates, stockholders, directors, officers, employees,
      agents, successors and assigns in the current form approved by the Company
      and attached as Exhibit A (subject to any amendments required by law or
      regulation) (the “Release”) and the period for revocation, if any, of such Release
      has expired without the Release having been
  revoked.

					  
		X.		
      The Executive and the
      Company further amend the Agreement by adding the following new Paragraph
      9(h):

				  
					
      (h) Timing of Payments:
      Subject to paragraph 22, any cash payments to which the Executive is
      entitled under paragraphs 9(a), 9(c) and 9(e) shall commence within 30
      days after the Executive executes the Release pursuant to paragraph 9(g);
      provided, however, that any amount otherwise payable prior to the
      Executive’s execution of the Release pursuant to paragraph 9(g) shall be
      paid to the Executive not later than ten days following the execution of
      the Release pursuant to paragraph 9(g).

					 
		XI.		
      The Executive and the
      Company further amend the Agreement by deleting Paragraph 22(d) of the
      Agreement in its entirety and replacing it with the following new
      Paragraph 22(d):

				 
					
      (d) Matching Contribution: In
      the event that Matching Contributions are provided pursuant to paragraph
      4(i), such amount shall be paid to the Executive 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.



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  
	  		
	/s/  		/s/  
	Norman Ferber 
    		Michael Balmuth 
    
	 		
	June 9, 2009  		June 9, 2009  
	Date  		Date