UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark one)
X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
---       SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 28, 2000

OR

TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES 
---       EXCHANGE ACT OF 1934
For the transition period from _______ to _______

Commission file number 0-14678

ROSS STORES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE                                    94-1390387
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

8333 CENTRAL AVENUE, NEWARK, CALIFORNIA                   94560-3433
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code       (510) 505-4400

Former name, former address and former fiscal year, if         N/A 
changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No 
---   ---

The number of shares of Common Stock, with $.01 par value, outstanding on
November 25, 2000 was 81,011,317.

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ROSS STORES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

------------------------------------------------------------------------------------------------------------------
OCTOBER 28,       January 29,    OCTOBER 30,
($000)                                                                       2000              2000           1999
------------------------------------------------------------------------------------------------------------------

ASSET
(UNAUDITED)            (Note A)   (UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents                                     $      34,758         $   79,329    $   31,645
Accounts receivable                                                  18,748             15,689        15,884
Merchandise inventory                                               594,428            500,494       570,965
Prepaid expenses and other                                           19,576             17,682        16,591
-----------------------------------------------
Total Current Assets                                            667,510            613,194       635,085

PROPERTY AND EQUIPMENT
Land and buildings                                                   54,795             49,919        49,593
Fixtures and equipment                                              287,009            262,022       236,611
Leasehold improvements                                              172,382            161,571       150,481
Construction-in-progress                                             33,306             26,040        46,991
-----------------------------------------------
547,492            499,552       483,676
Less accumulated depreciation and amortization                      255,366            226,388       217,004
-----------------------------------------------
292,126            273,164       266,672

Deferred income taxes and other assets                                    60,953             61,320        51,723
-----------------------------------------------
TOTAL ASSETS                                                       $   1,020,589        $   947,678    $  953,480

------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                              $     287,955        $   254,293    $  263,121
Accrued expenses and other                                           89,062            102,178        97,755
Accrued payroll and benefits                                         50,001             48,283        46,176
Income taxes payable                                                  7,879             17,716        20,579
Short-term debt                                                      20,000               -           28,900
-----------------------------------------------
Total Current Liabilities                                       454,897            422,470       456,531

Long-term debt                                                            80,000              -            24,000
Long-term liabilities                                                     50,224             51,777        47,200

STOCKHOLDERS' EQUITY
Common stock                                                            811                888           887
Additional paid-in capital                                          225,888            234,635       220,641
Retained earnings                                                   208,769            237,908       204,221
-----------------------------------------------
435,468            473,431       425,749
-----------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $   1,020,589        $   947,678    $  953,480

------------------------------------------------------------------------------------------------------------------

See notes to condensed consolidated financial statements.

2

ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

THREE MONTHS ENDED                     NINE MONTHS ENDED
----------------------------------------------------------------------------------------------------------------------------

OCTOBER 28,     October 30,          OCTOBER 28,      October 30,
($000, except per share data, unaudited)                        2000            1999                 2000             1999

----------------------------------------------------------------------------------------------------------------------------

SALES                                                    $   639,469      $   608,720       $    1,929,932  $   1,774,121

COSTS AND EXPENSES

Cost of goods sold and occupancy                        439,379          416,442            1,329,601      1,219,963
General, selling and administrative                     138,449          125,833              390,541        349,702
Depreciation and amortization                            11,279            9,459               32,529         27,911
Interest expense                                          1,531              147                2,371            167
-----------------------------      --------------------------------
590,638          551,881            1,755,042      1,597,743

Earnings before taxes                                         48,831           56,839              174,890        176,378
Provision for taxes on earnings                               19,093           22,224               68,382         68,964
-----------------------------      --------------------------------
Net earnings                                             $    29,738      $    34,615       $      106,508  $     107,414
----------------------------------------------------------------------------------------------------------------------------

Net earnings per share:

Basic                                               $       .36      $       .38       $         1.28  $        1.18

Diluted                                             $       .36      $       .38       $         1.27  $        1.16
----------------------------------------------------------------------------------------------------------------------------

Weighted average shares outstanding:

Basic                                                    81,837           89,986               83,292         91,015

Diluted                                                  82,389           91,138               84,025         92,444

----------------------------------------------------------------------------------------------------------------------------
Stores open at end of period                                     411              381                  411            381
----------------------------------------------------------------------------------------------------------------------------

See notes to condensed consolidated financial statements.

3

ROSS STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

---------------------------------------------------------------------------------------------------------
NINE MONTHS ENDED
----------------- 

OCTOBER 28,      October 30,
($000, unaudited)                                                                  2000             1999
---------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                                                               $   106,508       $   107,414
Adjustments to reconcile net earnings to net cash provided
by (used in) operating activities:
Depreciation and amortization of property and equipment                    32,529            27,911
Other amortization                                                          7,495             7,442
Change in assets and liabilities:
Merchandise inventory                                                 (93,934)         (104,505)
Other current assets - net                                             (4,954)           (5,083)
Accounts payable                                                       36,990            18,023
Other current liabilities - net                                       (12,779)           20,372
Other                                                                   2,164             2,206
-------------------------------
Net cash provided by operating activities                              74,019            73,780

---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment                                            (63,501)          (58,918)
-------------------------------
Net cash used in investing activities                                     (63,501)          (58,918)

---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing under lines of credit                                                 20,000            28,900
Proceeds of long-term debt                                                      80,000            24,000
Issuance of common stock related to stock plans                                  4,027             9,536
Repurchase of common stock                                                    (149,741)         (116,845)
Dividends paid                                                                  (9,375)           (8,891)
-------------------------------
Net cash used in financing activities                                     (55,089)          (63,300)
-------------------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                      (44,571)          (48,438)

Cash and cash equivalents:
Beginning of year                                                          79,329            80,083
-------------------------------
End of quarter                                                        $    34,758       $    31,645

---------------------------------------------------------------------------------------------------------
SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid                                                              $     2,296       $       374
Income taxes paid                                                          $    78,239       $    66,863

---------------------------------------------------------------------------------------------------------

4

ROSS STORES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Nine Months Ended October 28, 2000 and October 30, 1999
(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared from the records of the Company without audit and, in the opinion of
management, include all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position at October 28, 2000
and October 30, 1999; the results of operations for the three and nine months
ended October 28, 2000 and October 30, 1999; and changes in cash flows for the
nine months ended October 28, 2000 and October 30, 1999. The balance sheet at
January 29, 2000, presented herein, has been derived from the audited financial
statements of the company for the fiscal year then ended.

Accounting policies followed by the company are described in Note A to the
audited consolidated financial statements for the fiscal year ended January 29,
2000. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted for purposes of the interim condensed
consolidated financial statements. The interim condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements, including notes thereto, for the year ended January 29, 2000.

The results of operations for the three-month and nine-month periods herein
presented are not necessarily indicative of the results to be expected for the
full year.

The condensed consolidated financial statements at October 28, 2000 and October
30, 1999, and for the three-months and nine-months then ended have been
reviewed, prior to filing, by the registrant's independent accountants whose
report covering their review of the financial statements is included in this
report on page 6.

2. RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities". SFAS 133, as amended by SFAS No. 138 issued
in June 2000, defines derivatives, requires that all derivatives be carried at
fair value, and provides for hedging accounting when certain conditions are met.
Ross Stores, Inc. will adopt this statement in its first fiscal quarter of its
fiscal year ending February 2, 2002. Management is completing its assessment of
the implications of adopting this new standard, and does not anticipate any
material impact to its financial results.

5

INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors and Stockholders of Ross Stores, Inc.
Newark, California

We have reviewed the accompanying condensed consolidated balance sheets of Ross
Stores, Inc. (the "Company") as of October 28, 2000 and October 30, 1999, and
the related condensed consolidated statements of earnings for the three-month
and nine-month periods then ended and the condensed consolidated statements of
cash flows for the nine-month periods then ended. These condensed consolidated
financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the 
American Institute of Certified Public Accountants. A review of interim 
financial information consists principally of applying analytical procedures 
to financial data, and making inquiries of persons responsible for financial 
and accounting matters. It is substantially less in scope than an audit 
conducted in accordance with auditing standards generally accepted in the 
United States of America, the objective of which is the expression of an 
opinion regarding the financial statements taken as a whole. Accordingly, we 
do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of Ross
Stores, Inc. as of January 29, 2000, and the related consolidated statements of
earnings, stockholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated March 10, 2000, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of January 29, 2000 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.

/s/Deloitte & Touche LLP
San Francisco, CA
November 17, 2000

6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

This section and other parts of this Form 10-Q contain forward-looking
statements that involve risks and uncertainties. The Company's actual results
may differ materially from the results discussed in the forward-looking
statements. Factors that might cause such differences include, but are not
limited to, those discussed in the subsection entitled "Forward-Looking
Statements and Factors Affecting Future Performance" below. The following
discussion should be read in conjunction with the condensed consolidated
financial statements and notes thereto included elsewhere in this Form 10-Q and
the consolidated financial statements in the Company's 1999 Form 10-K. All
information is based on the Company's fiscal calendar.

RESULTS OF OPERATIONS
---------------------

PERCENTAGES OF SALES

-----------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED                     NINE MONTHS ENDED
-----------------------------------------------------------------------------------------------------------------------------
OCTOBER 28,      October 30,          OCTOBER 28,       October 30,
2000             1999                 2000              1999
-----------------------------------------------------------------------------------------------------------------------------

SALES
Sales ($000)                                          $  639,469        $ 608,720          $ 1,929,932       $ 1,774,121
Sales growth                                                 5.1%            14.6%                 8.8%             14.3%
Comparable store sales increase (decrease)                    (2%)              7%                   1%                7%

Cost of goods sold and occupancy                            68.7%            68.4%                68.9%             68.8%
General, selling and administrative                         21.7%            20.7%                20.2%             19.7%
Depreciation and amortization                                1.8%             1.6%                 1.7%              1.6%
Interest expense                                             0.2%             0.0%                 0.1%              0.0%

EARNINGS BEFORE TAXES                                            7.6%             9.3%                 9.1%              9.9%

PROVISION FOR TAXES ON EARNINGS                                  3.0%             3.7%                 3.5%              3.9%

NET EARNINGS                                                     4.7%             5.7%                 5.5%              6.1%

-----------------------------------------------------------------------------------------------------------------------------

SALES

The increase in sales for the three months ended October 28, 2000, compared to
the same period in the prior year, reflects an increase in the number of stores
open during the period, partially offset by a decrease in comparable store
sales. The increase in sales for the nine months ended October 28, 2000,
compared to the same period in the prior year, reflects an increase in the
number of stores open during the period and an increase in comparable store
sales.

COSTS AND EXPENSES

Cost of goods sold and occupancy expenses as a percentage of sales for the three
and nine months ended October 28, 2000, increased compared to the same periods
in the prior year, primarily due to reduced leverage on occupancy costs
resulting from lower comparable store sales than in the prior periods.

The increase in general, selling and administrative expenses as a percentage of
sales for the three and nine months ended October 28, 2000, compared to the same
periods in the prior year, primarily reflects higher store, benefit and
distribution costs as a percentage of sales, partially 

7

offset by leverage on advertising, and elimination of Year 2000 ("Y2K") related
expense in fiscal 2000.

Depreciation and amortization as a percentage of sales for the three and nine
months ended October 28, 2000, compared to the same periods in the prior year,
increased primarily due to reduced leverage on lower comparable store sales than
in the prior periods.

The increase in interest expense as a percentage of sales for the three and nine
months ended October 28, 2000, compared to the same periods in the prior year,
is due to higher average borrowings primarily to fund the increase in the
Company's stock repurchase program and higher capital expenditures.

NET EARNINGS

The decrease in net earnings as a percentage of sales in the three and nine
months ended October 28, 2000, compared to the same periods in the prior year,
is primarily due to a decline in the rate of comparable store sales growth,
increases in both the cost of goods sold and occupancy expenses ratio and the
general, selling, and administrative expenses ratio.

INCOME TAXES PAID

The Company paid $78.2 million in income taxes in the nine months ended October
28, 2000, versus $66.9 million in the nine months ended October 30, 1999. The
Company's effective tax rate in both periods was approximately 39%.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------

The primary uses of cash during the nine months ended October 28, 2000 were for
(i) the repurchase of the Company's common stock; (ii) the purchase of
inventory; and (iii) capital expenditures for new stores, improvements to
existing stores, improvements in management information systems, and various
expenditures to improve the central office and distribution centers.

Total consolidated inventories increased 4% at October 28, 2000 from October 30,
1999, due mainly to an 8% increase in the number of stores open at the end of
each period and a planned decrease in the level of in-store merchandise. The
increase in accounts payable at October 28, 2000 from October 30, 1999 resulted
mainly from the higher level of inventory purchases over the prior year.

The decrease in income taxes payable at October 28, 2000 from October 30, 1999
resulted mainly from an increase in income taxes paid due to a reduction in
inventory and fixed asset related timing differences.

In January 2000, the Company announced a $300.0 million common stock repurchase
program to be completed over the next two years. In the nine months ended
October 28, 2000, the Company repurchased approximately 9.0 million shares for
an aggregate purchase price of approximately $149.7 million.

The Company has available under its principal bank credit agreement a $160.0
million revolving credit facility and a $30.0 million credit facility for the
issuance of letters of credit, both of which expire in September 2002.
Additionally, the company has uncommitted short-term bank lines of credit
totaling $45.0 million. At October 28, 2000, the Company had $100.0 million
outstanding under these credit agreements, of which $80.0 million is classified
as long-term debt under the company's revolving credit facility.

8

The Company estimates that cash flow from operations, bank credit lines and
trade credit are adequate to meet operating cash needs as well as to provide for
the two-year stock repurchase program of up to $300.0 million in 2000 and 2001,
dividend payments and planned capital additions during the upcoming year.

FORWARD-LOOKING STATEMENTS AND FACTORS AFFECTING FUTURE PERFORMANCE
-------------------------------------------------------------------

In this report and from time to time the Company may make forward-looking
statements, which reflect the Company's current beliefs and estimates with
respect to future events and the Company's future financial performance,
operations and competitive strengths. The words "expect," "anticipate,"
"estimate," "believe", "looking ahead", "forecast", "plan" and similar
expressions identify forward-looking statements.

The Company's continued success depends, in part, upon its ability to increase
sales at existing locations, to open new stores and to operate stores on a
profitable basis. There can be no assurance that the Company's existing
strategies and store expansion program will result in a continuation of revenue
and profit growth. Future economic and industry trends that could potentially
impact revenue and profitability remain difficult to predict.

As a result, these forward-looking statements are subject to certain risks and
uncertainties that could cause the Company's actual results to differ materially
from historical results or current expectations. These factors include, without
limitation, ongoing competitive pressures in the apparel industry, obtaining
acceptable store locations, the Company's ability to continue to purchase
attractive name-brand merchandise at desirable discounts, successful
implementation of the Company's merchandise diversification strategy, the
Company's ability to successfully extend its geographic reach, unseasonable
weather trends, changes in the level of consumer spending on or preferences in
apparel or home-related merchandise, the Company's ability to complete the
two-year $300.0 million repurchase program in 2000 and 2001 at purchase prices
that result in accretion to earnings per share in line with planned
expectations, and greater than planned costs. In addition, the Company's
corporate headquarters, one of its distribution centers and 41% of its stores
are located in California. Therefore, a downturn in the California economy or a
major natural disaster there could significantly affect the Company's operating
results and financial condition.

In addition to the above factors, the apparel industry is highly seasonal. The
combined sales of the Company for the third and fourth (holiday) fiscal quarters
are historically higher than the combined sales for the first two fiscal
quarters. The Company has realized a significant portion of its profits in each
fiscal year during the fourth quarter. If intensified price competition, lower
than anticipated consumer demand or other factors, were to occur during the
third and fourth quarters, and in particular during the fourth quarter, the
Company's fiscal year results could be adversely affected.

The factors underlying any forecasts or forward-looking statements are dynamic
and subject to change. As a result, any forecasts or forward-looking statements
speak only as of the date they are given and do not necessarily reflect the
Company's outlook at any other point in time. The Company does not undertake to
update these forward-looking statements.

9

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management believes that the market risk associated with the Company's ownership
of market-risk sensitive financial instruments (including interest rate risk) as
of October 28, 2000 is not material.

ITEM 4.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

Incorporated herein by reference to the list of Exhibits contained in
the Exhibit Index that begins on page 12 of this Report.

(b)      Reports on Form 8-K

None.

10

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

ROSS STORES, INC.
Registrant

Date:   December 11, 2000             /s/ John G. Call
John G. Call, Senior Vice President, 
Chief Financial Officer, Corporate 
Secretary and Principal Accounting 
Officer

11

-------------------------------------------------------------------------------
INDEX TO EXHIBITS

Exhibit
Number                           Exhibit
------                           -------

3.1       Corrected First Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 to the Form 10-K
filed by Ross Stores for its year ended January 30, 1999.

3.2       Amended By-laws, dated August 25, 1994, incorporated by
reference to Exhibit 3.2 to the Form 10-Q filed by Ross
Stores for its quarter ended July 30, 1994.

10.3      Employment Agreement effective August 14, 2000 between James
C. Peters and Ross Stores, Inc.

10.4      Executive Relocation Loan Agreement between James C. Peters
and Ross Stores, Inc.

10.5      Form of Employment Agreement between Ross Stores, Inc. and
Senior Vice Presidents.

15        Letter re: Unaudited Interim Financial Information.

27        Financial Data Schedules (submitted for SEC use only).

12

EXHIBIT 10.3

EXHIBIT 10.3 TO ROSS STORES, INC. THIRD QUARTER 2000 FORM 10-Q

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made effective as of August 14, 2000, by
and between Ross Stores, Inc. (the "Company") and James Peters (the
"Executive").

1.   THE TERM. The employment of the Executive by the Company will
commence as of the date hereof and end on July 31, 2004, unless extended or
terminated in accordance with this Agreement. During March 2003, 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
of Directors of the Company (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 February 28th 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 extension. If
the Executive's request for an extension is approved, this Agreement shall be
extended two additional years.

2.   POSITION AND DUTIES. The Executive shall serve as the President
and Chief Operating Officer of the Company with overall responsibility for the
Company's corporate operations and accomplishment of its plans and objectives.
The Executive shall report directly to the Company's Chief Executive Officer and
Vice Chairman of the Board of Directors. During the term of his employment, the
Executive may engage in outside activities provided those activities do not
conflict with his duties and responsibilities hereunder, and provided further
that the Executive gives written notice to the Board of any significant outside
business activity in which he plans to become involved, whether or not such
activity is pursued for profit.

3.   PLACE OF PERFORMANCE. The Executive shall be employed at the
Company's principal executive offices in Newark, California, except for required
travel on the Company's business to an extent substantially consistent with
present business travel obligations.

4.   COMPENSATION AND RELATED MATTERS.

(a)  SALARY. During his employment, the Company shall pay the
Executive a salary of not less than $775,000 per annum. This salary shall be
payable in equal installments in accordance with the Company's normal payroll
practices applicable to senior officers. Subject to the first sentence of this
paragraph, the Executive's salary may be adjusted from time to time by the Board
in accordance with normal business practices of the Company.

(b)  CHANGE OF CONTROL. In the event of a Change of Control (as
defined in paragraph 7(f) hereof), (i) the Executive shall immediately become
vested in any shares of restricted stock granted to the Executive by the Company
which had not vested prior to the Change of Control in accordance with the terms
of the applicable stock grant agreements and (ii) the Company shall pay to the
Executive as additional salary an amount equal to $1,500,000 

per year during the period commencing on the effective date of the Change of
Control and expiring two years thereafter (the "Remaining Term"), which shall be
payable in equal installments during the then Remaining Term in accordance with
the Company's normal payroll policies applicable for senior officers.
Notwithstanding paragraph 1 hereof to the contrary, the Executive's employment
by the Company under this Agreement shall continue until the later of (a) the
expiration of the Remaining Term and (b) the expiration of any extension
pursuant to Section 1.

(c)  BONUS. During his employment, the Company shall pay the
Executive an annual bonus in accordance with the terms of a bonus incentive plan
that covers the Executive (or any replacement plan of substantially equivalent
or greater value that may subsequently be established and in effect at the time
for such action). The foregoing notwithstanding, the Executive shall receive a
guaranteed minimum bonus of $600,000 for fiscal 2000 which shall be paid in
March 2001. Should the Executive voluntarily terminate his employment prior to
the end of Fiscal 2000 or February 3, 2001, the Executive will not receive the
guaranteed minimum bonus. In addition to the bonuses described in the preceding
sentences, the Executive shall be entitled to a signing bonus in the amount of
$3,000,000 payable on the effective date of this agreement. In the event that
the Executive voluntarily terminates his employment within the first twenty-four
(24) months of employment or prior to July 31, 2002, the Executive will be
required to reimburse the Company for the net amount of the signing bonus
described above.

(d)  EXPENSES. During his employment, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
him in performing services hereunder, including all reasonable expenses of
travel and living while away from home, provided that such expenses are incurred
and accounted for in accordance with the policies and procedures established by
the Company.

(e)  OTHER BENEFITS. The Executive shall be entitled to
participate in all of the Company's employee benefit plans and arrangements in
effect on the date hereof in which other senior executives of the company
participate (including without limitation each pension and retirement plan and
arrangement, supplemental pension and retirement plan, deferred compensation
plan, short-term and long-term incentive plan, stock option plan, life insurance
and health-and-accident plan and arrangement, medical insurance plan, physical
examination program, dental care plan, accidental death and disability plan,
survivor income plan, relocation plan, financial, tax and legal counseling
programs, and vacation plan). The Company shall not make any changes in such
plans or arrangements which would adversely affect the Executive's rights or
benefits thereunder, unless such change occurs pursuant to a program applicable
to all senior executives of the Company and does not result in a proportionately
greater reduction in the rights or benefits of the Executive as compared with
any other senior executive of the Company. The Executive shall be entitled to
participate in, or receive benefits under, any employee benefit plan or
arrangement made available by the Company 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. Except as
otherwise specifically provided herein, nothing paid to the Executive under any
plan or arrangement presently in effect or made available in the future shall be
in lieu of the salary or bonus payable under subparagraphs (a), (b) and (c).

2

(f)  VACATIONS. The Executive shall be entitled to the number of
vacation days in each calendar year, and to compensation in respect of earned
but unused vacation days, determined in accordance with the Company's vacation
plan. The Executive shall also be entitled to all paid holidays given by the
Company to its executives. Unused vacation days shall not be forfeited once they
have been earned and, if still unused at the time of the Executive's termination
of employment with the Company, shall be promptly paid to the Executive at their
then-current value, based on the Executive's rate of pay at the time of his
termination of employment.

(g)  SERVICES FURNISHED. The Company shall furnish the Executive
with office space and such services as are suitable to the Executive's position
and adequate for the performance of his duties during the term of this Agreement
and for a period of six months following the date of any termination, except for
termination as described in paragraphs 7(a) [Death], 7(c) [Illegal or Grossly
Negligent Conduct], or 7(h) [Non-Renewal]. Upon mutual agreement between the
Company and the Executive, the office space furnished during the six month
period following termination may be at a location other than the Company's
principal executive offices.

(h)  EXCISE TAX GROSS-UP. If the Executive becomes entitled to one
or more payments (with a "payment" including the vesting of restricted stock, a
stock option, or other non-cash benefit or property), whether pursuant to the
terms of this Agreement or any other plan or agreement with the Company or any
affiliated company (collectively, "Change of Control Payments"), which are or
become subject to the tax ("Excise Tax") imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the
Executive at the time specified below such amount (the "Gross-up Payment") as
may be necessary to place the Executive in the same after-tax position as if no
portion of the Change of Control Payments and any amounts paid to the Executive
pursuant to this paragraph 4(h) had been subject to the Excise Tax. The Gross-up
Payment shall include, without limitation, reimbursement for any penalties and
interest that may accrue in respect of such Excise Tax. For purposes of
determining the amount of the Gross-up Payment, the Executive shall be deemed:
(A) to pay federal income taxes at the highest marginal rate of federal income
taxation for the year in which the Gross-up Payment is to be made; and (B) to
pay any applicable state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-up Payment is to be made, net
of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes if paid in such year. If the Excise Tax
is subsequently determined to be less than the amount taken into account
hereunder at the time the Gross-up Payment is made, the Executive shall repay to
the Company at the time that the amount of such reduction in Excise Tax is
finally determined (but, if previously paid to the taxing authorities, not prior
to the time the amount of such reduction is refunded to the Executive or
otherwise realized as a benefit by the Executive) the portion of the Gross-up
Payment that would not have been paid if such Excise Tax had been used in
initially calculating the Gross-up Payment, plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is determined to exceed the amount taken into account
hereunder at the time the Gross-up Payment is made, the Company shall make an
additional Gross-up Payment in respect of such excess (plus any interest and
penalties payable with respect to such excess) at the time that the amount of
such excess is finally determined.

3

The Gross-up Payment provided for above shall be paid on the 30th day
(or such earlier date as the Excise Tax becomes due and payable to the taxing
authorities) after it has been determined that the Change of Control Payments
(or any portion thereof) are subject to the Excise Tax; PROVIDED, HOWEVER, that
if the amount of such Gross-up Payment or portion thereof cannot be finally
determined on or before such day, the Company shall pay to the Executive on such
day an estimate, as determined by counsel or auditors selected by the Company
and reasonably acceptable to the Executive, of the minimum amount of such
payments. The Company shall pay to the Executive the remainder of such payments
(together with interest at the rate provided in Section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined. In the event that the
amount of the estimated payments exceeds the amount subsequently determined to
have been due, such excess shall constitute a loan by the Company to the
Executive, payable on the fifth day after demand by the Company (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code). The Company
shall have the right to control all proceedings with the Internal Revenue
Service that may arise in connection with the determination and assessment of
any Excise Tax and, at its sole option, the Company may pursue or forego any and
all administrative appeals, proceedings, hearings, and conferences with any
taxing authority in respect of such Excise Tax (including any interest or
penalties thereon); PROVIDED, HOWEVER, that the Company's control over any such
proceedings shall be limited to issues with respect to which a Gross-up Payment
would be payable hereunder, and the Executive shall be entitled to settle or
contest any other issue raised by the Internal Revenue Service or any other
taxing authority. The Executive shall cooperate with the Company in any
proceedings relating to the determination and assessment of any Excise Tax and
shall not take any position or action that would materially increase the amount
of any Gross-up Payment hereunder.

5.   OFFICES. Executive agrees to serve, if elected or appointed
thereto, in one or more executive offices of any of the Company's subsidiaries,
provided that the Executive is indemnified for serving in any and all such
capacities on a basis no less favorable than is currently provided by the
Company's by-laws and applicable state law.

6.   CONFIDENTIAL INFORMATION.

(a)  The Executive agrees not to disclose, either while in the
Company's employ or at any time thereafter, to any person not employed by the
Company, or not engaged to render services to the Company, any confidential
information obtained while in the employ of the Company, including, without
limitation, any of the Company's inventions, processes, methods of distribution
or customers or trade secrets; PROVIDED, HOWEVER, that this provision shall not
preclude the Executive from use or disclosure of information known generally to
the public or from disclosure required by law or court order.

(b)  The Executive agrees that upon leaving the Company's employ
he will make himself reasonably available to answer questions from Company
officers regarding his former duties and responsibilities and the knowledge he
obtained in connection therewith. In addition, he will not take with him,
without the prior written consent of any officer authorized to act in the matter
by the Board, any study, memoranda, drawing, blueprint, specification or other
document of the Company, its subsidiaries, affiliates and divisions, which is of
a confidential nature relating to the Company, its subsidiaries, affiliates and
divisions.

4

7.   TERMINATION. The Executive's employment may be terminated during
the term of this Agreement only as follows:

(a)  DEATH. The Executive's employment shall terminate upon his
death.

(b)  DISABILITY. If, as a result of the Executive's incapacity due
to physical or mental illness, the Executive shall have been absent from his
duties hereunder on a full-time basis for the entire period of six consecutive
months, and within thirty days after written notice of termination is given by
the Company or the Executive (which may occur before or after the end of such
six-month period), the Executive shall not have returned to the performance of
his duties hereunder on full-time basis, the Executive's employment shall
terminate. A termination of employment pursuant to this paragraph 7(b) shall be
deemed an involuntary termination for purposes of this Agreement or any plan or
practice of the Company.

(c)  FOR CAUSE. Company may terminate the Executive's employment
for Cause. The Company shall have "Cause" to terminate the Executive's
employment if the Executive either (i) continuously fails to substantially
perform his duties hereunder (unless such failure is a result of a disability as
defined in paragraph (b)) or (ii) intentionally engages in illegal or grossly
negligent conduct which is materially injurious to the Company monetarily or
otherwise. A termination for Cause shall not take effect unless: (1) the
Executive is given written notice by the Company of its intention to terminate
him for Cause; (2) the notice specifically identifies the particular act or acts
or failure or failures to act which are the basis for such termination; (3) the
notice is given within 90 days of the Company's learning of such act or acts or
failure or failures to act; and (4) the Executive fails to substantially cure
such conduct, to the extent such cure is possible, within 60 days after the date
that such written notice is given to him.

(d)  WITHOUT CAUSE. The Company may terminate the Executive's
employment at any time Without Cause. A termination "Without Cause" is a
termination of the Executive's employment by the Company for any reasons other
than those set forth in subsections (a) [Death], (b) [Disability] or (c) [For
Cause] of this paragraph.

(e)  TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive
may terminate his employment with the Company for Good Reason, which shall be
deemed to occur if he terminates his employment within six months after (i)
written notice of a failure by the Company to comply with any material provision
of this Agreement which failure has not been cured within ten days after such
written notice of noncompliance has been given by the Executive to the Company,
or (ii) a significant diminishment in the nature or scope of the authority,
power, function or duty attached to the position which the Executive currently
maintains without the express written consent of the Executive, or (iii) the
Executive is relocated more than 40 miles from the Company's principal executive
offices in Newark, California without his prior written consent.

(f)  TERMINATION FOLLOWING CHANGE OF CONTROL. The Executive may
terminate his employment with the Company for Good Reason within one year after
a Change of Control. A Change in Control shall be deemed to have occurred if:
(i) any person or group (within the meaning of Rule 13d-3 of the rules and
regulations promulgated under the Securities Exchange 

5

Act of 1934, as amended) shall acquire, in one or a series of transactions,
whether through sale of stock or merger, ownership of stock of the Company that
possesses more than 30 percent of the total fair market value or total voting
power of the stock of the Company or any successor to the Company; (ii) a merger
in which the Company is a party after which merger the stockholders of the
Company do not retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock of the surviving company, or (iii) 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).

(g)  VOLUNTARY TERMINATION. The Executive may voluntarily
terminate his employment with the Company at any time. A termination of
employment by the Executive pursuant to paragraph 7(e) [For Good Reason] shall
not be deemed a voluntary termination by the Executive for purposes of this
Agreement or any plan or practice of the Company but shall be deemed an
involuntary termination.

(h)  NON-RENEWAL. If the Executive fails to request an extension
of this Agreement in accordance with paragraph 1 or if the Board fails to
approve such request, this Agreement shall automatically expire at the end of
its term. Such expiration shall not entitle the Executive to any compensation or
benefits except as earned by the Executive through the date of expiration of
this Agreement and set forth in paragraph 9(e). The parties hereto shall have no
further obligations to each other thereafter except as set forth in paragraphs 6
and 13.

8.   NOTICE AND EFFECTIVE DATE OF TERMINATION.

(a)  NOTICE. Any termination of the Executive's employment by the
Company or by the Executive during the term if this Agreement (other than as a
result of death) shall be communicated by written notice of termination to the
other party hereto. Such notice shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under that provision.

(b)  DATE OF TERMINATION. The date of termination shall be:

(i)    if the Executive's employment is terminated by his
death, the date of his death;

(ii)   if the Executive's employment is terminated pursuant
to paragraph 7(b) [Disability], the date of termination shall be the 31st day
following delivery of the notice of termination;

(iii)  if the Executive's employment is terminated for any
other reason by either party, the date on which a notice of termination is
delivered to the other party; and

(iv)   if the Agreement expires pursuant to paragraph 7(h)
[Non-Renewal], the parties' employment relationship shall terminate on the last
day of the term of this Agreement without any notice.

6

9.   COMPENSATION AND BENEFITS UPON TERMINATION.

(a)  DISABILITY, WITHOUT CAUSE OR FOR GOOD REASON. If the
Executive's employment terminates pursuant to paragraphs 7(b) [Disability], (d)
[Without Cause], or (e) [For Good Reason], the Executive shall be entitled to
the following:

(i)    SALARY. The Company shall continue to pay the
Executive his then-current salary through the remaining term of this Agreement
as defined in paragraph 1.

(ii)   BONUS. The Company shall continue to pay the Executive
an annual bonus(es) throughout such remaining term. Each such bonus shall be
equal to the greater of (A) the Executive's bonus during the year prior to his
termination or (B) the bonus that the Executive would have earned under the
Company's bonus plan in the year that he was terminated had he remained in its
employment; PROVIDED, HOWEVER, that such post-termination bonuses shall not
exceed the lesser of 100% of the targeted amounts for those bonuses in the prior
year and 100% of such targeted amounts for the then-current year. Such bonuses
shall not be paid until due under the Company's present bonus plan.

(iii)  STOCK OPTIONS. With respect to any stock options
granted to the Executive by the Company, the Executive shall immediately become
vested in any unvested stock options upon such termination.

(iv)   RESTRICTED STOCK. With respect to any restricted stock
granted to the Executive by the Company which has not become vested as of such
termination, the Executive shall immediately become vested in a pro rata portion
of such unvested stock in accordance with the terms of the applicable stock
grant agreements.

The Company shall have no further obligations to the Executive as a result of
such termination except as set forth in paragraph 13.

(b)  FOR CAUSE. If the Executive's employment is terminated for
Cause (as defined in paragraph 7(c), he shall receive only the post-termination
compensation and benefits described in paragraph 9(d) [Compensation and benefits
upon Termination-Death or Voluntary Termination].

(c)  CHANGE OF CONTROL. If the Executive's employment is
terminated either by the Company Without Cause (as defined in paragraph 7(d)) or
by the Executive for Good Reason (as defined in paragraph 7(a)) within one year
of a Change of Control (as defined in paragraph 7(f)), the Executive shall be
entitled to the following (in addition to any other payments or benefits
provided for in paragraphs 4(b) and (h)):

(i)    LUMP SUM PAYMENT. The Company shall pay to the
Executive (or his designee or estate), immediately upon such termination, a lump
sum amount equal to: (A) the sum of the Executive's then current salary
(excluding any payments under paragraph 4(b)) and the greater of the most recent
bonus paid to the Executive under the Management Incentive Plan or the target
bonus for the fiscal year of the Company in which such termination occurs; times
(B) the greater of two or the number of years (including partial years computed
on a per day basis) remaining in the term of the Agreement under paragraph 1.

7

(ii)   STOCK OPTIONS. Upon such termination, the Executive
shall immediately become vested in any unvested stock options granted to the
Executive by the Company.

(iii)  RESTRICTED STOCK. Upon a Change of Control, the
Executive shall become vested in any shares of restricted stock granted to the
Executive in accordance with paragraph 4(b) hereof.

(d)  DEATH OR VOLUNTARY TERMINATION. If the Executive's employment
terminates pursuant to paragraphs 7(a) [Death] or 7(g) [Voluntary Termination],
he (or his designee or his estate) shall be paid his salary through his
termination date and not thereafter. He (or his designee or his estate) shall
not be entitled to any bonus payments which were not fully earned prior to his
termination date, and he (or his designee or his estate) shall not be entitled
to any pro-rated bonus payment for the year in which his employment terminates.
Any stock options granted to the Executive by the Company shall continue to vest
only through the date on which his employment terminates and any restricted
stock that was granted to the Executive by the Company that is unvested as of
the date on which his employment terminates shall automatically be reacquired by
the Company and the Executive (or his designee or his estate) shall have no
further rights with respect to such restricted stock. The Company shall have no
further obligations to the Executive as a result of the termination of his
employment pursuant to paragraphs 7(a) or 7(g).

(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 paragraph 13; except that with respect to
any restricted stock granted to the Executive by the Company which has not
become vested as of such expiration date, the Executive shall immediately become
vested in a pro rata portion of such unvested stock in accordance with the terms
of the applicable stock grant agreements; and provided further, the Executive
shall be entitled to a pro rata portion of any bonus that Executive would have
received pursuant to paragraph 4(c) had the Executive remained employed through
the end of the fiscal year in which such expiration occurs. Any such pro rata
portion shall be payable as of the applicable bonus payment date for such fiscal
year.

10.  EMPLOYMENT RESTRICTION.

(a)  NON-COMPETE. The Company and the Executive acknowledge that
the Company has a special interest in and derives significant benefit from the
unique skills and experience of the Executive. In addition, 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.
Accordingly, except as hereafter noted, during the term of the Executive's
employment with the Company and in the event that the Executive voluntarily
terminates his employment with the Company prior to July 31, 2004, the Executive
agrees that for a period of 36 months following his voluntary termination
pursuant to paragraph 7(g) [Voluntary Termination], he shall not provide any
labor, work, services or assistance to (whether as an officer, director,
employee, partner, agent, owner, independent contractor, stockholder or
otherwise) Burlington Coat Factory Warehouse Corporation, Dillard Department
Stores, Inc., Filene's Basement Corp., The Federated Stores, The May Department
Stores Company, The TJX 

8

Companies, Inc. and Value City Department Stores, Inc., as well as all
subsidiaries, divisions and/or the surviving entity of any of the above that do
business in the retail industry in the case of a merger or acquisition. However,
this subparagraph shall not prohibit the Executive from making any investment of
1% or less of the equity securities of any publicly-traded corporation or
limited partnership that is engaged in any business of the type or character
engaged in by the Company. The foregoing restrictions 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 paragraphs 7(c) [with Cause] or
7(d) [Without Cause] or by the Executive pursuant or paragraphs 7(e)
[Termination by the Executive for Good Reason] or 7(f) [Termination Following
Change of Control]; or (ii) the Company fails to approve or grant an extension
of this Agreement in accordance with paragraph 1 hereof.

(b)  NON-SOLICITATION OF EMPLOYEES. During the term of the
Executive's employment with the Company and for a period of 36 months following
the termination of that employment for any reason, the Executive shall not
directly or indirectly solicit any other employee of the Company to terminate
his or her employment with the Company.

11.  EXERCISE OF STOCK OPTIONS FOLLOWING TERMINATION. If the
Executive's employment terminates pursuant to paragraphs 7(a) [Death] or (b)
[Disability], he (or his estate) may exercise his right to purchase any vested
stock under the stock options granted to him by the Company for up to one year
following the date of his termination, but not later than the termination date
of such options. In all other instances, he may exercise that right for up to
three months following the date of his termination, but not later than the
termination date of such options. All such purchases must be made by the
Executive in accordance with the applicable stock option plans and agreements
between the parties.

12.  SUCCESSORS; BINDING AGREEMENT. This Agreement and all rights of
the Executive hereunder shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive should
die while any amounts would still be payable to him hereunder, all such amounts
shall be paid in accordance with the terms of this Agreement to the Executive's
written designee or, if there be no such designee, to the Executive's estate.

13.  INSURANCE AND INDEMNITY. The Company shall, to the extent
permitted by law, include the Executive during the term of this agreement under
any directors and officers liability insurance policy maintained for its
directors and officers, with coverage at least as favorable to the Executive in
amount and each other material respect as the coverage of other directors and
officers covered thereby. This obligation to provide insurance and indemnify the
Executive shall survive expiration or termination of this Agreement with respect
to proceedings or threatened proceedings based on acts or omissions of the
Executive occurring during the Executive's employment with the Company or with
any affiliated company. Such obligations shall be binding upon the Company's
successors and assigns and shall inure to the benefit of the Executive's heirs
and personal representatives.

14.  NOTICE. For purposes of this Agreement, notices, demands and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have 

9

been duly given when delivered or (unless otherwise specified) mailed by United
States registered mail, return receipt requested, postage prepaid, addressed as
follows:

If to the Executive:       James Peters
c/o Ross Stores, Inc.
8333 Central Avenue
Newark, CA 94560

If to the Company:         Ross Stores, Inc.
8333 Central Avenue
Newark, CA 94560
Attention: Corporate Secretary

or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

15.  MODIFICATION OR WAIVER; ENTIRE AGREEMENT. No provision of this
Agreement may be modified or waived except in a document signed by the Executive
and the chairman of the Compensation Committee of the Board or such other person
as may be designated by the Board. This Agreement, along with any stock option
or restricted stock agreements between the parties, constitute the entire
agreement between the parties regarding their employment relationship. To the
extent that this Agreement is in any way inconsistent with any prior or
contemporaneous restricted stock or stock option agreements between the parties,
this Agreement shall control. No agreements or representations, oral or
otherwise, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.

16.  GOVERNING LAW-SEVERABILITY. The validity, interpretation,
construction, performance, and enforcement of this Agreement shall be governed
by the laws of the State of California without reference to California choice of
law rules. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

17.  MITIGATION NOT REQUIRED. In the event the Executive's employment
with the Company is terminated for any reason, the Executive shall not be
obligated to seek other employment following such termination; provided,
however, that the amount of salary and bonus to which the Executive will be
entitled under paragraph 9 hereof shall be reduced by the amount of salary
and/or bonus earned by the Executive for services performed for another employer
during the period that the Executive is entitled to receive continued salary or
bonus payments under paragraph 9 hereof.

18.  WITHHOLDING. All payments required to be made by the Company
hereunder to the Executive or his estate or beneficiaries shall be subject to
the withholding of such amounts as the Company may reasonably determine it
should withhold pursuant to any applicable law. To the extent permitted, the
Executive may provide all or any part of any necessary withholding by
contributing Company stock with value, determined on the date such withholding
is due, equal to the number of shares contributed multiplied by the closing
NASDAQ price on the date preceding the date the withholding is determined.

10

19.  ARBITRATION. In the event of any dispute or claim relating to or
arising out of the parties' employment relationship or this Agreement
(including, but not limited to, any claims of breach of contract, wrongful
termination, or age, race, sex, disability or other discrimination), all such
disputes shall be fully, finally and exclusively resolved by binding arbitration
conducted by the American Arbitration Association in San Francisco, California
by an arbitrator mutually agreed upon by the parties hereto or, in the absence
of such agreement, by an arbitrator selected in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, PROVIDED, HOWEVER,
that this arbitration provision shall not apply to any disputes or claims
relating to or arising out of the misuse or misappropriation of the Company's
trade secrets or proprietary information. Notwithstanding the foregoing, if
either the Company or the Executive shall request, such arbitration shall be
conducted by a panel of three arbitrators, one selected by the Company, one
selected by the Executive, and the third selected by agreement of the first two,
or, in the absence of such agreement, in accordance with such Rules.

20.  ATTORNEY'S FEES. Each party shall bear its own attorney's fees and
costs incurred in any action or dispute arising out of this Agreement.

21.  MISCELLANEOUS. No right or interest to, or in, any payments shall
be assignable by the Executive; PROVIDED, HOWEVER, that this provision shall not
preclude Executive from designating in writing one or more beneficiaries to
receive any amount that may be payable after Executive's death and shall not
preclude the legal representative of Executive's estate from assigning any right
hereunder to the person or persons entitled thereto. This Agreement shall be
binding upon and shall inure to the benefit of the Executive, his heirs and
legal representatives and the Company and its successors.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement
effective as of the date and year first above written.

ROSS STORES, INC.

By:    /s/Michael Balmuth                            /s/James Peters

Its: Vice Chairman & Chief Executive Officer         James Peters

11

EXHIBIT 10.4

EXHIBIT 10.4 TO ROSS STORES, INC. THIRD QUARTER 2000 FORM 10-Q

EXECUTIVE RELOCATION
LOAN AGREEMENT

THIS LOAN AGREEMENT (the "Agreement") is entered into as of this 14th day
of August, 2000, by and between ROSS STORES, INC., a Delaware corporation (the
"Company"), and James C. Peters ("Executive").

WHEREAS, Executive has relocated to California to serve as the Company's
President and Chief Operating Officer;

WHEREAS, Executive and the Company have agreed that the Company shall lend
Executive Two Million Five Hundred Thousand Dollars ($2,500,000.00) for the
purpose of facilitating Executive's relocation to California; and

WHEREAS, the Company has agreed to provide Executive with the loan as
additional consideration for Executive's services as an employee of the Company.

NOW THEREFORE, the parties hereto agree as follows:

1.     LOAN. The Company shall lend Executive a total of Two Million Five
Hundred Thousand Dollars ($2,500,000.00) (the "Loan") upon the terms and
conditions contained herein. The Loan shall be made on or after the date first
above written.

2.     PROMISSORY NOTE. The Loan shall be made pursuant to a promissory 
note in the form attached hereto as EXHIBIT A (the "Note"). Executive shall 
execute and deliver the Note to Company concurrently with the execution of 
this Agreement.

3.     DEED OF TRUST WITH ASSIGNMENTS OF RENTS. The Loan shall be 
secured by a Deed of Trust on the property purchased by Executive and 
Executive's spouse as their new principal residence (the "Property") in the 
form attached hereto as EXHIBIT B (the "Deed of Trust"), which Deed of Trust 
shall be executed and delivered to Company concurrently with the closing of 
the purchase of the Property by Executive. The Deed of Trust shall constitute 
a valid and enforceable first priority lien on the Property.

4.     INSURANCE AND PROPERTY TAXES. While the Loan or any portion 
thereof, including any interest due thereunder, remains unpaid, Executive 
hereby agrees to maintain at Executive's expense such fire, flood, 
earthquake, property and casualty insurance coverage on the Property on terms 
and from an insurance carrier acceptable to the Company in a sufficient total 
amount to cover the full fair market value of the building and other 
improvements on the Property, and Executive also hereby agrees to pay all 
property taxes and any assessments applicable to the Property when due.

5.     TITLE INSURANCE. As a condition for the Loan, Executive shall 
procure title insurance on the Property for the benefit of the Company on 
terms and from a title insurance company acceptable to the Company.

6.     METHOD OF FUNDING. The Loan proceeds shall be advanced by bank 
wire transfer from the Company to the escrow agent for the purchase of the 
Property, with directions to be provided by the Company. The escrow agent 
will be directed not to release such Loan 

1.

proceeds until the Note and Deed of Trust are properly executed by Executive,
and his spouse where applicable, and delivered to escrow agent.

7.     CONDITION ON FUTURE EMPLOYMENT. The Loan is conditioned on the 
future performance of substantial services by Executive.

8.     REPAYMENT OF LOAN. The Loan shall be repaid in accordance with 
the terms set forth in the Note.

9.     NON-TRANSFERABLE. The right of Executive to request and receive 
the Loan hereunder, as well as the benefits of the interest arrangements 
under this Agreement, shall not be assignable or otherwise transferable by 
Executive.

10.    QUALIFICATION AS EMPLOYEE-RELOCATION MORTGAGE LOAN. The parties 
intend that the loan shall qualify as an employee relocation mortgage loan as 
permitted by Section 7872 of the Internal Revenue Code of 1986, as amended, 
and Treasury Regulation Section 1.7872-5T(c)(1)(i). Executive hereby 
certifies to the Company that he reasonably expects to be entitled to and 
will itemize income tax deductions for each year the loan is outstanding. 
Executive agrees that the loan proceeds shall only be used to purchase the 
new principal residence of the Executive.

11.    GENERAL PROVISIONS.

a.   This Agreement shall be governed by the laws of the State of 
California applicable to contracts made and performed in such state, without 
regard to principles of conflicts of laws.

b.   This Agreement, including its Exhibits, contains the entire
agreement between Executive and the Company, and is the complete, final, and
exclusive embodiment of their agreement with regard to this subject matter.
Executive and the Company each acknowledge and represent that this Agreement is
entered into without reliance on any promise or representation other than those
expressly contained herein and that this Agreement cannot be modified except by
a separate written document signed by both parties.

c.   Except as otherwise specified herein, any notice, demand or 
request required or permitted to be given by either the Company or Executive 
pursuant to the terms of this Agreement shall be in writing and shall be 
deemed given when delivered personally, three days after being deposited in 
the U.S. Mail, registered mail, return receipt requested, postage prepaid, or 
one business day after delivery to an overnight carrier service and addressed 
to the Company at its then current principal office and to Executive at the 
address listed for him on the Company's payroll records.

d.   Either party's failure to enforce any provision or 
provisions of this Agreement shall not in any way be construed as a waiver of 
any such provision or provisions, nor prevent that party thereafter from 
enforcing each and every other provision of this Agreement. The rights 
granted both parties herein are cumulative and shall not constitute a waiver 
of either party's right to assert all other legal remedies available to it 
under the circumstances.

e.   Executive agrees upon request to execute any further 
documents or instruments necessary or desirable to carry out the purpose or 
intent of this Agreement.

2.

f.   If any provision of this Agreement shall be held to be 
invalid or unenforceable by a court of competent jurisdiction, such 
determination shall not affect the remaining provisions of this Agreement.

g.   In the event of any litigation concerning this Agreement, 
the prevailing party shall be entitled to a reasonable sum for attorneys' 
fees, costs, and litigation expenses, whether or not such action is 
prosecuted to judgment. "Prevailing Party" includes without limitation a 
party who agrees to dismiss an action upon payment by the other party of sums 
allegedly due or performance of the covenants allegedly breached, or who 
obtains substantially the relief sought by that party. In the event that the 
Company is the Prevailing Party, the Company shall also be entitled to 
reasonable costs associated with the collection of the Loan.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first set forth above.

ROSS STORES, INC.                             EXECUTIVE
a Delaware corporation

By: /s/Michael A. Balmuth                     /s/James C. Peters
Michael A. Balmuth                        James C. Peters
Chief Executive Officer

3.

EXHIBIT A TO EXECUTIVE RELOCATION LOAN AGREEMENT

PROMISSORY NOTE
SECURED BY DEED OF TRUST

$2,500,000                                                   August 11, 2000

Newark, California

FOR VALUE RECEIVED, James C. Peters ("BORROWER"), an employee of Ross
Stores, Inc. a Delaware corporation ("COMPANY") hereby unconditionally promises
to pay to the order of Company, in lawful money of the United States of America
and in immediately available funds, the principal sum of two million five
hundred thousand dollars ($2,500,000) (the "LOAN") together with accrued and
unpaid interest thereon, if any, each due and payable on the dates and in the
manner set forth below.

It is the intent of the parties that the purpose of this Note is not for
consumer, family or household purposes.

This Promissory Note Secured by Deed of Trust is the Note referred to in and is
executed and delivered in connection with that certain Loan Agreement ("LOAN
AGREEMENT") and Deed of Trust with Assignment of Rents dated as of even date
herewith relating to certain therein-described real property ("PROPERTY") and
executed and delivered by Borrower in favor of Company (as the same may from
time to time be amended, modified or supplemented or restated, the "DEED OF
TRUST"). Additional rights of Company are set forth in the Deed of Trust. All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings given to them in the Loan Agreement.

1.   PRINCIPAL REPAYMENT. The outstanding principal amount of the Loan
shall be due and payable on the earliest to occur of: (a) July 31, 2008; or (b)
the one hundred twentieth (120th) day following the date of termination of
Borrower's employment with the Company for any reason; or (c) any sale, transfer
or hypothecation of all or any part of the Property. The earliest of such dates
is hereinafter referred to as the "REPAYMENT DATE."

2.   INTEREST RATE. From the date hereof through the Repayment Date, this
Note shall be a non-interest bearing note and, as such, will be subject to the
provisions of Section 7872 of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations thereunder. Borrower represents and warrants that with
respect to himself and his spouse (i) they expect to itemize deductions on their
annual income tax returns for each year during which any amounts remain
outstanding under the Loan, (ii) they are relocating to the Danville, California
area due to a transfer to a new work location, (iii) the Loan proceeds shall be
used only for the purchase of their new principal residence located on the
Property, and (iv) the fair market value of the property described in the Deed
of Trust with Assignment of Rent, as determined by an appraiser acceptable to
Company, equals or exceeds the aggregate amount of all indebtedness secured by
liens upon such property.

4.

From and after the Repayment Date until paid in full, Borrower further
promises to pay interest on the outstanding principal amount of the Loan, if
any, which interest shall be payable at a fixed rate of ten percent (10.0%) per
annum (the "INTEREST RATE"). Interest, if any, shall be paid at the same time
that the outstanding principal amount of the Loan is paid and shall be
compounded annually and calculated on the basis of a 360-day year for the actual
number of days elapsed. Lender shall have all remedies available to it by law as
a creditor hereunder.

3.   PLACE/MANNER OF PAYMENT. All amounts payable hereunder shall be
payable at the office of Company unless another place of payment shall be
specified in writing by Company.

4.   APPLICATION OF PAYMENTS. Payment on this Note shall be applied first
to accrued interest, if any, and thereafter to the outstanding principal balance
hereof.

5.   SECURED NOTE. The full amount of this Note is secured by the
collateral identified and described as security therefor in the Deed of Trust.
Borrower shall not, directly or indirectly, create, permit or suffer to exist,
and shall defend the collateral against and take such other action as is
necessary to remove, any lien on or in the collateral, or in any portion
thereof.

6.   DEFAULT. Each of the following events shall be an "EVENT OF DEFAULT"
hereunder:

a.   Borrower fails to pay timely any of the principal amount due
under this Note on the date the same becomes due and payable or any accrued
interest or other amounts due under this Note on the date the same becomes due
and payable;

b.   Borrower files a petition or action for relief under any
bankruptcy, insolvency or moratorium law or any other law for the relief of, or
relating to, debtors, now or hereafter in effect, or makes any assignment for
the benefit of creditors or takes any action in furtherance of any of the
foregoing;

c.   An involuntary petition is filed against Borrower (unless such
petition is dismissed or discharged within sixty (60) days) under any bankruptcy
statute now or hereafter in effect, or a custodian, receiver, trustee, assignee
for the benefit of creditors (or other similar official) is appointed to take
possession, custody or control of any property of Borrower;

d.   Borrower defaults on an obligation contained in the Loan
Agreement; or

e.   Borrower's employment by or association with Company is
terminated for any reason or no reason, including, without limitation, death of
Borrower.

Upon the occurrence of an Event of Default pursuant to (a), (d) or (e) above,
all unpaid principal, accrued interest and other amounts owing hereunder shall,
at the option of Company, be immediately due, payable and collectible by Company
pursuant to applicable law. Upon the occurrence of an Event of Default pursuant
to (b) or (c) above, all unpaid principal, accrued interest and other amounts
owing hereunder shall automatically be immediately due, payable and collectible
by Company pursuant to applicable law. Company shall have all rights and may
exercise any remedies available to it under law, successively or concurrently.
Borrower expressly acknowledges and agrees that Company shall have the right to
offset any obligations of Borrower hereunder against salaries, bonuses or other
amounts that may be payable to Borrower by Company.

5.

7.   WAIVER. Borrower waives presentment and demand for payment, notice of
dishonor, protest and notice of protest of this Note, and shall pay all costs of
collection when incurred, including, without limitation, reasonable attorneys'
fees, costs and other expenses.

The right to plead any and all statutes of limitations as a defense to any
demands hereunder is hereby waived to the full extent permitted by law.

8.   GOVERNING LAW. This Note shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, excluding
conflict of laws principles that would cause the application of laws of any
other jurisdiction.

9.   SUCCESSORS AND ASSIGNS. The provisions of this Note shall inure to the
benefit of and be binding on any successor to Borrower and shall extend to any
holder hereof. Borrower shall not, without the prior written consent of holder,
assign any of its rights or obligations hereunder.

BORROWER:                              /s/ James C. Peters
--------------------------
James C. Peters

6.

EXHIBIT B TO EXECUTIVE RELOCATION LOAN AGREEMENT
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WHEN RECORDED MAIL TO:          |
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SPACE ABOVE THIS LINE FOR RECORDER'S USE

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)

This DEED OF TRUST, made AUGUST 10, 2000, between JAMES C. PETERS and RHONDA M.
PETERS, husband and wife, herein collectively called TRUSTOR, whose address is ,

OLD REPUBLIC TITLE COMPANY, a California corporation, herein called TRUSTEE, and

ROSS STORES, INC. a Delaware corporation, herein called BENEFICIARY.

WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that
property in the City of          , County of State of California, described as:

SEE LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF

together with the rents, issues and profits thereof, subject, however, to 
the right, power and authority hereinafter given to and conferred upon 
Beneficiary to collect and apply such rents, issues and profits for the 
Purpose of Securing (1) payment of the sum of $2,500,000 with interest  
thereon according to the terms of a promissory note or notes of even  
date herewith made by JAMES C. PETERS, payable to order of Beneficiary, and 
extensions or renewals thereof, (2) the performance of each agreement of 
Trustor incorporated by reference or contained herein, and (3) payment of 
additional sums and interest thereon which may hereafter be loaned to 
Trustor, or Trustor's successors or assigns, when evidenced by a 
promissory note or notes reciting that they are secured by this Deed of 
Trust.

To protect the security of this Deed of Trust, and with respect to the 
property above described Trustor expressly makes each and all of the  
agreements, and adopts and agrees to perform and be bound by each and 
all of the terms and provisions set forth in subdivision A, and it is 
mutually agreed that each and all of the terms and provisions set forth in 
subdivision B of the fictitious deed of trust recorded in Orange County  
August 17, 1964, and in all other counties August 18, 1964, in the book 
and at the page of Official Records in the office of the county recorder of 
the county where said property is located, noted below opposite the name 
of such county, namely:

7.

COUNTY          BOOK      PAGE      COUNTY       BOOK      PAGE     COUNTY              BOOK      PAGE   COUNTY        BOOK    PAGE

ALAMEDA         1288      556       KINGS        858       713      PLACER              1028      379    SIERRA        38      187
ALPINE          3         130-31    LAKE         437       110      PLUMAS              166       1307   SISKIYOU      506     762
AMADOR          133       438       LASSEN       192       367      RIVERSIDE           3778      347    SOLANO        1287    621
BUTTE           1330      513       LOS ANGELES  T-3878    874      SACRAMENTO          5039      124    SONOMA        2067    427
CALAVERAS       185       338       MADERA       911       136      SAN BENITO          300       405    STANISLAUS    1970    56
COLUSA          323       391       MARIN        1849      122      SAN BERNARDINO      6213      768    SUTTER        655     585
CONTRA COSTA    4684      1         MARIPOSA     90        453      SAN FRANCISCO       A-804     596    TEHAMA        457     183
DEL NORTE       101       549       MENDOCINO    667       99       SAN JOAQUIN         2855      283    TRINITY       108     595
EL DORADO       704       635       MERCED       1660      753      SAN LUIS OBISPO     1311      137    TULARE        2530    108
FRESNO          5052      623       MODOC        191       93       SAN MATEO           4778      175    TUOLUMNE      177     160
GLENN           469       76        MONO         69        302      SANTA BARBARA       2065      881    VENTURA       2607    237
HUMBOLDT        801       83        MONTEREY     357       239      SANTA CLARA         6626      664    YOLO          769     16
IMPERIAL        1189      701       NAPA         704       742      SANTA CRUZ          1638      607    YUBA          398     693
INYO            165       672       NEVADA       363       94       SHASTA              800       633
KERN            3756      690       ORANGE       7182      18       SAN DIEGO SERIES 5 BOOK 1964, PAGE 149774

shall inure to and bind the parties hereto, with respect to the property 
above described. Said agreements, terms and provisions contained in said 
subdivisions A and B, (identical in all counties, and printed on Pages 3 and 
4 hereof) are by the within reference thereto, incorporated herein and made 
a part of this Deed of Trust for all purposes as fully as if set forth  
at length herein, and Beneficiary may charge for a statement regarding 
the obligation secured hereby, provided the charge therefor does not exceed 
the maximum allowed by law.

The undersigned Trustor, requests that a copy of any Notice of Default and 
any Notice of Sale hereunder be mailed to Trustor at the address  
hereinbefore set forth.

SEE ADDENDUM 1 AND ADDENDUM 2 ATTACHED HERETO AND INCORPORATED HEREIN BY 
THIS REFERENCE FOR ADDITONAL PROVISIONS.

STATE OF _______________________________}         Signature of Trustor
}SS.
COUNTY OF_______________________________}         /s/ James C. Peters
James C.  Peters
On_______________________________________ 
before me,_______________________________,
personally appeared______________________,        /s/ Rhonda M. Peters
_________________________________________,        Rhonda M. Peters

personally known to me (or proved to me on 
the basis of satisfactory evidence) to be         _____________________________
the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to      _____________________________
me that he/she/they executed the same in 
his/her/their authorized capacity(ies), and 
that by his/her/their signature(s) on the 
instrument the person(s) or the entity upon 
behalf of which the person(s) acted, executed 
the instrument. WITNESS my hand and official 
seal.

Signature________________________________

(This area for official notarial seal)

8.

DO NOT RECORD

The following is a copy of Subdivisions A and B of the fictitious Deed of 
Trust recorded in each county in California as stated in the foregoing Deed 
of Trust and incorporated by reference in said Deed of Trust as being a 
part thereof as if set forth at length therein.

A.    To protect the security of this Deed of Trust, Trustor agrees:

(1)   To keep said property in good condition and repair; not to
remove or demolish any building thereon; to complete or restore promptly and in
good and workmanlike manner any building which may be constructed, damaged or
destroyed thereon and to pay when due all claims for labor performed and
materials furnished therefor; to comply with all laws affecting said property or
requiring any alterations or improvements to be made thereon; not to commit or
permit waste thereof; not to commit, suffer or permit any act upon said property
in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do
all other acts which from the character or use of said property may be
reasonably necessary, the specific enumerations herein not excluding the
general.

(2)   To provide, maintain and deliver to Beneficiary fire insurance
satisfactory to and with loss payable to Beneficiary. The amount collected under
any fire or other insurance policy may be applied by Beneficiary upon any
indebtedness secured hereby and in such order as Beneficiary may determine, or
at option of Beneficiary the entire amount so collected or any part thereof may
be released to Trustor. Such application or release shall not cure or waive any
default or notice of default hereunder or invalidate any act done pursuant to
such notice.

(3)   To appear in and defend any action or proceeding purporting to
affect the security hereof or the rights or powers of Beneficiary or Trustee;
and to pay all costs and expenses, including cost of evidence of title and
attorney's fees in a reasonable sum, in any such action or proceeding in which
Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to
foreclose this Deed.

(4)   To pay: at least ten days before delinquency all taxes and
assessments affecting said property, including assessments on appurtenant water
stock; when due, all encumbrances, charges and liens, with interest, on said
property or any part thereof, which appear to be prior or superior hereto; all
costs, fees and expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein  
provided, then Beneficiary or Trustee, but without obligation so to do and 
without notice to or demand upon Trustor and without releasing Trustor  
from any obligation hereof, may: make or do the same in such manner and to 
such extent as either may deem necessary to protect the security hereof,  
Beneficiary or Trustee being authorized to enter upon said property for 
such purposes; appear in and defend any action or proceeding purporting to 
affect the security hereof or the rights or powers of Beneficiary or Trustee; 
pay, purchase, contest or compromise any encumbrance, charge or lien 
which in the judgment of either appears to be prior or superior hereto; and, 
in exercising any such powers, pay necessary expenses, employ counsel and pay 
his reasonable fees.

(5)   To pay immediately and without demand all sums so expended by
Beneficiary or Trustee, with interest from date of expenditure at the amount
allowed by law in effect at the date hereof, and to pay for any statement
provided for by law in effect at the date hereof regarding the obligation
secured hereby any amount demanded by the Beneficiary not to exceed the maximum
allowed by law at the time when said statement is demanded.

B.    It is mutually agreed:

(1)   That any award of damages in connection with any condemnation
for public use of or injury to said property or any part thereof is hereby
assigned and shall be paid to Beneficiary who may apply or release such monies
received by him in the same manner and with the same effect as above provided
for disposition of proceeds of fire or other insurance.

(2)   That by accepting payment of any sum secured hereby after its
due date, Beneficiary does not waive his right either to require prompt payment
when due of all other sums so secured or to declare default for failure so to
pay.

(3)   That at any time or from time to time, without liability
therefor and without notice, upon written request of Beneficiary and
presentation of this Deed and said note for endorsement, and without affecting
the personal liability of any person for payment of the indebtedness secured
hereby, Trustee may: reconvey any part of said property; consent to the making
of any map or plat thereof; join in granting any easement thereon; or join in
any extension agreement or any agreement subordinating the lien or charge
hereof.

(4)   That upon written request of Beneficiary stating that all sums
secured hereby have been paid, and upon surrender of this Deed and said note to
Trustee for cancellation and retention or other disposition as Trustee in its
sole discretion may choose and upon payment of its fees, Trustee shall reconvey,
without warranty, the property then held hereunder. The recitals in such
reconveyance of any matters or facts shall be conclusive proof of the
truthfulness thereof. The Grantee in such reconveyance may be described as "the
person or persons legally entitled thereto."

(5)   That as additional security, Trustor hereby gives to and
confers upon Beneficiary the right, power and authority, during the continuance
of these Trusts, to collect the rents, issues and profits of said property,
reserving unto Trustor the right, prior to any default by Trustor in payment of
any indebtedness secured hereby or in performance of any agreement hereunder, to
collect and retain such rents, issues and profits as they become due and
payable. Upon any such default, Beneficiary may at any time without notice,
either in person, by agent, or by a receiver to be appointed by a court, and
without regard to the adequacy of any security for the indebtedness hereby
secured, enter upon and take possession of said property or any part thereof, in
his own name sue 

9.

for or otherwise collect such rents, issues, and profits, including those 
past due and unpaid, and apply the same, less costs and expenses of operation 
and collection, including reasonable attorney's fees, upon any indebtedness 
secured hereby, and in such order as Beneficiary may determine. The entering 
upon and taking possession of said property, the collection of such rents, 
issues and profits and the application thereof as aforesaid, shall not cure 
or waive any default or notice of default hereunder or invalidate any act 
done pursuant to such notice.

(6)   That upon default by Trustor in payment of any indebtedness
secured hereby or in performance of any agreement hereunder, Beneficiary may
declare all sums secured hereby immediately due and payable by delivery to
Trustee of written declaration of default and demand for sale and of written
notice of default and of election to cause to be sold said property, which
notice Trustee shall cause to be filed for record. Beneficiary also shall
deposit with Trustee this Deed, said note and all documents evidencing
expenditures secured hereby.

After the lapse of such time as may then be required by law following  
the recordation of said notice of default, and notice of sale having been 
given as then required by law, Trustee, without demand on Trustor,  
shall sell said property at the time and place fixed by it in said notice of 
sale, either as a whole or in separate parcels, and in such order as it may 
determine, at public auction to the highest bidder for cash in lawful  
money of the United States, payable at time of sale. Trustee may postpone 
sale of all or any portion of said property by public announcement at such 
time and place of sale, and from time to time thereafter may postpone such 
sale by public announcement at the time fixed by the preceding postponement. 
Trustee shall deliver to such purchaser its deed conveying the property so 
sold, but without any covenant or warranty, express or implied. The recitals 
in such deed of any matters or facts shall be conclusive proof of the 
truthfulness thereof. Any person, including Trustor, Trustee, or 
Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this 
Trust, including cost of evidence of title in connection with sale, Trustee 
shall apply the proceeds of sale to payment of: all sums expended under the 
terms hereof, not then repaid, with accrued interest at the amount allowed 
by law in effect at the date hereof; all other sums then secured hereby; and 
the remainder, if any, to the person or persons legally entitled thereto.

(7)   Beneficiary, or any successor in ownership of any 
indebtedness secured hereby, may from time to time, by instrument in writing, 
substitute a successor or successors to any Trustee named herein or acting 
hereunder, which instrument, executed by the Beneficiary and duly 
acknowledged and recorded in the office of the recorder of the county or 
counties where said property is situated, shall be conclusive proof of proper 
substitution of such successor Trustee or Trustees, who shall, without 
conveyance from the Trustee predecessor, succeed to all its title, estate, 
rights, powers and duties. Said instrument must contain the name of the 
original Trustor, Trustee and Beneficiary hereunder, the book and page where 
this Deed is recorded and the name and address of the new Trustee.

(8)   That this Deed applies to, inures to the benefit of, and 
binds all parties hereto, their heirs, legatees, devisees, administrators, 
executors, successors and assigns. The term Beneficiary shall mean the owner 
and holder, including pledgees of the note secured hereby, whether or not 
named as Beneficiary herein. In this Deed, whenever the context so requires, 
the masculine gender includes the feminine and/or neuter, and the singular 
number includes the plural.

(9)   That Trustee accepts this Trust when this Deed, duly 
executed and acknowledged, is made a public record as provided by law. 
Trustee is not obligated to notify any party hereto of pending sale under any 
other Deed of Trust or of any action or proceeding in which Trustor, 
Beneficiary or Trustee shall be a party unless brought by Trustee.

DO NOT RECORD                                      REQUEST FOR FULL RECONVEYANCE
------------

TO OLD REPUBLIC TITLE COMPANY, TRUSTEE:

The undersigned is the legal owner and holder of the note or notes, and of
all other indebtedness secured by the foregoing Deed of Trust. Said note or
notes, together with all other indebtedness secured by said Deed of Trust, have
been fully paid and satisfied; and you are hereby requested and directed, on
payment to you of any sums owing to you under the terms of said Deed of Trust,
to cancel said note or notes above mentioned, and all other evidences of
indebtedness secured by said Deed of Trust delivered to you herewith, together
with the said Deed of Trust, and to reconvey, without warranty, to the parties
designated by the terms of said Deed of Trust, all the estate now held by you
under the same.

Dated____________________________

____________________________________

____________________________________

Please mail Deed of Trust,_____________________________________________________
Note and Reconveyance to_______________________________________________________
DO NOT LOSE OR DESTROY THIS DEED OF TRUST OR THE NOTE WHICH IT SECURES. BOTH
MUST BE DELIVERED TO THE TRUSTEE FOR CANCELLATION BEFORE RECONVEYANCE WILL BE
MADE.

10.

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

---------------------------------------------------------------------.

[To be provided by escrow agent]

2.

ADDENDUM 1

ADDITIONAL PROVISIONS

----------------------------------------------------------------------

Trustor also agrees that it shall not encumber, hypothecate, sell, assign, 
or otherwise transfer the property above described, and the performance 
of such agreement is one of the purposes secured by this Deed of Trust.

3.

ADDENDUM 2

Attached to and made a part of the Deed of Trust dated August 10, 2000, 
executed by James C. Peters and Rhonda M. Peters, husband and wife,  
collectively as Trustor ("Deed of Trust").

1.    DEFINITIONS. As used in this Addendum:

a.  "Third Party Secured Obligation" means any obligation which is
required to be performed by Employee which is secured by this Deed of Trust;

b.  "Spouse" means Rhonda M. Peters; and

c.  "Employee" means James C. Peters.

As used herein, "Beneficiary" shall mean Beneficiary (as defined in the
Deed of Trust) or Trustee (as defined in the Deed of Trust) if acting on behalf
of Beneficiary (as defined in the Deed of Trust). All other capitalized words
are used herein as they are defined in the attached Deed of Trust.

2.    RIGHTS OF BENEFICIARY. Spouse authorizes Beneficiary to perform any
or all of the following acts at any time in its sole discretion, all without
notice to Spouse and without affecting Beneficiary's rights or Spouse's
obligations under this Deed of Trust:

a.  Beneficiary may alter any terms of the Third Party Secured
Obligation or any part of it, including renewing, compromising, extending or
accelerating, or otherwise changing the time for payment of, or increasing or
decreasing the rate of interest on, the Third Party Secured Obligation or any
part of it.

b.  Beneficiary may take and hold any additional security for the
Third Party Secured Obligation, accept substituted security for that obligation,
and subordinate, exchange, enforce, waive, release, compromise, fail to perfect
and sell or otherwise dispose or any such security.

c.  Beneficiary may direct the order and manner of any sale of all
or any part of any security now or later to be held for the Third Party Secured
Obligation, and Beneficiary may also bid at any such sale.

d.  Beneficiary may apply any payments or recoveries from Employee
or any other source, and any proceeds of any security, to the Third Party
Secured Obligation in such manner, order and priority as Beneficiary may elect,
whether that obligation is secured by this Deed of Trust or not at the time of
the application.

e.  Beneficiary may release Employee of Employee's liability for the
Third Party Secured Obligation or any part of it.

f.  Beneficiary may substitute, add or release any one or more
guarantors or endorsers.

4.

g.  In addition to the Third Party Secured Obligation, Beneficiary
may extend other credit to Employee, and may take and hold security for the
credit so extended, all without affecting Beneficiary's rights or Spouse's
liability under this Deed of Trust.

3.    DEED OF TRUST TO BE ABSOLUTE. Spouse expressly agrees that until
each and every term, covenant and condition of this Deed of Trust and the Third
Party Secured Obligation is fully performed, Spouse shall not be released by or
because of:

a.  Any act or event which might otherwise discharge, reduce, limit
or modify Spouse's obligations under this Deed of Trust.

b.  Any waiver, extension, modification, forbearance, delay or other
act or omission of Beneficiary, or its failure to proceed promptly or otherwise
as against Employee, any other person or any security.

c.  Any action, omission or circumstance which might increase the
likelihood that Spouse may be called upon to perform under this Deed of Trust or
which might affect the rights or remedies of Spouse as against Employee; or

d.  Any dealings occurring at any time between Employee and
Beneficiary, whether relating to the Third Party Secured Obligation or
otherwise.

Spouse hereby expressly waives and surrenders any defense to Spouse's
liability under this Deed of Trust based upon any of the foregoing acts,
omissions, agreements, waivers or matters. It is the purpose and intent of this
Deed of Trust that the obligations of Spouse under it shall be absolute and
unconditional under any and all circumstances.

4.    SPOUSE'S WAIVERS. Spouse waives:

a.  All statutes of limitations as a defense to any action or
proceeding brought against Spouse by Beneficiary, to the fullest extent
permitted by law;

b.  Any right it may have to require Beneficiary to proceed against
Employee, proceed against or exhaust any other security held from Employee, or
pursue any other remedy in Beneficiary's power to pursue;

c.  Any defense based on any claim that Spouse's obligations exceed
or are more burdensome than those of Employee.

d.  Any defense based on: (i) any legal disability of Employee, (ii)
any release, discharge, modification, impairment or limitation of the liability
of Employee to Beneficiary from any cause, whether consented to by Beneficiary
or arising by operation of law or from any bankruptcy or other voluntary of
involuntary proceeding, in or out of court, for the adjustment of
debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection
or disaffirmance of the Third Party Secured Obligation, or any part of it, or
any security held for it, in any such Insolvency Proceeding;

5.

e.  Any defense based on any action taken or omitted by Beneficiary
in any Insolvency Proceeding involving Employee, including any election to have
Beneficiary's claim allowed as being secured, partially secured or unsecured,
any extension of credit by Beneficiary to Employee in any Insolvency Proceeding,
and the taking and holding by Beneficiary of any security for any such extension
of credit.

f.  All presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance of this Deed of Trust and of the existence, creation, or incurring of
new or additional indebtedness, and demands and notices of every kind;

g.  Any defense based on or arising out of any defense that Employee
may have to the payment or performance of the Third Party Secured Obligation or
any part of it;

h.  All rights and defenses that the Spouse may have because the
Third Party Secured Obligation is secured by real property. This means, among
other things:

(i)   The Beneficiary may foreclose under this Deed of Trust
without first foreclosing on any other real or personal property collateral.

(ii)  If the Beneficiary forecloses on any real property
collateral pledged as collateral:

(1)   The amount of the Third Party Secured Obligation
may be reduced only by the price for which that collateral is sold at the
foreclosure sale, even if the collateral is worth more than the sale price.

(2)   The Beneficiary may foreclose pursuant to this
Deed of Trust even if the Beneficiary, by foreclosing on the real property
collateral, has destroyed any right the Spouse may have to collect from the
Employee.

i.  The Spouse waives all rights and defenses arising out of an
election of remedies by the Beneficiary, even though that election of remedies,
such as a nonjudicial foreclosure, has destroyed the Spouse's rights of
subrogation and reimbursement against the Employee by the operation of Section
580d of the California Code of Civil Procedure or otherwise.

This is an unconditional and irrevocable waiver of any rights and defenses
the Spouse may have because the Third Party Secured Obligation is secured by
real property. These rights and defenses include, but are not limited to, any
rights or defenses based upon Section 580a, 580b, 580d or 726 of the California
Code of Civil Procedure.

5.    WAIVERS OF SUBROGATION AND OTHER RIGHTS.

a.  Upon a default by Employee, Beneficiary in its sole discretion,
without prior notice to or consent of Spouse, may elect to: (i) foreclose either
judicially or nonjudicially against any real or personal property security it
may hold for the Third Party Secured Obligation, (ii) accept a transfer of any
such security in lieu of foreclosure, (iii) compromise or adjust the 

6.

Third Party Secured Obligation or any part of it or make any other accommodation
with Employee or Spouse, or (iv) exercise any other remedy against Employee or
any security. No such action by Beneficiary shall release or limit the liability
of Spouse, who shall remain liable under this Deed of Trust after the action,
even if the effect of the action is to deprive Spouse of any subrogation rights,
rights of indemnity, or other rights to collect reimbursement from Employee for
any sums paid to Beneficiary, whether contractual or arising by operation of law
or otherwise. Spouse expressly agrees that under no circumstances shall it be
deemed to have any right, title, interest or claim in or to any real or personal
property to be held by Beneficiary or any third party after any foreclosure or
transfer in lieu of foreclosure of any security for the Third Party Secured
Obligation.

b.  Regardless of whether Spouse may have made any payments to
Beneficiary, Spouse hereby waives: (i) all rights of subrogation, all rights of
indemnity, and any other rights to collect reimbursement from Employee for any
sums paid to Beneficiary, whether contractual or arising by operation of law
(including the United Bankruptcy Code or any successor or similar statute) or
otherwise, (ii) all rights to enforce any remedy that Beneficiary may have
against Employee, and (iii) all rights to participate in any security now or
later to be held by Beneficiary for the Third Party Secured Obligation. The
waivers given in this subsection 5(b) shall be effective until the Third Party
Secured Obligation has been paid and performed in full.

c.  Spouse understands and acknowledges that if Beneficiary
forecloses judicially or nonjudicially against any real property security for
the Third Party Secured Obligation, that foreclosure could impair or destroy any
ability that Spouse may have to seek reimbursement, contribution, or
indemnification from Employee or others based on any right Spouse may have of
subrogation, reimbursement, contribution or indemnification. Spouse further
understands and acknowledges that in the absence of this Deed of Trust and
Addendum, such potential impairment or destruction of Spouse's rights, if any,
may entitle Spouse to assert a defense to this Deed of Trust and Addendum based
on Section 580d of the California Code of Civil Procedure as defined in UNION
BANK V. GRADSKY, 265 Cal.App.2d 40 (1968). By executing this Deed of Trust and
Addendum, Spouse freely, irrevocably and unconditionally: (i) waives and
relinquishes that defense and agrees that Spouse will be fully liable under this
Deed of Trust and Addendum even though Beneficiary may foreclose judicially or
nonjudicially against any real property security for the Third Party Secured
Obligation; (ii) agrees that Spouse will not assert that defense in any action
or proceeding which Beneficiary may commence to enforce this Deed of Trust;
(iii) acknowledges and agrees that the rights and defense that Spouse may have
or be entitled to assert based upon or arising out of any one or more Sections
580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section
2848 of the California Civil Code; and (iv) acknowledges and agrees that
Beneficiary is relying on this waiver in making the Third Party Secured
Obligation, and that this waiver is a material part of the consideration which
Beneficiary is receiving for making the Third Party Secured Obligation.

6.    REVIVAL AND REINSTATEMENT. If Beneficiary is required to pay, return
or restore to Employee or any other person any amounts previously paid on the
Third Party Secured Obligation because of any Insolvency Proceeding of Employee,
any stop notice or any other reason, the obligations of Spouse shall be
reinstated and revived and the rights of Beneficiary shall continue with regard
to such amounts, all as though they had never been paid.

7.

7.    INFORMATION REGARDING EMPLOYEE. Before signing this Deed of Trust,
Spouse acknowledges that Spouse is aware of the financial condition and business
operations of Employee and such other matters as Spouse deemed appropriate to
assure Spouse of Employee's ability to discharge its obligations in connection
with the Third Party Secured Obligation. Spouse assumes full responsibility for
that due diligence, as well as for keeping informed of all matters which may
affect Employee's ability to pay and perform its obligations to Beneficiary.
Beneficiary has no duty to disclose to Spouse any information which Beneficiary
may have or receive about Employee's financial condition or business operations,
or any other circumstances.

8.

EXHIBIT 10.5

EXHIBIT 10.5 TO ROSS STORES, INC. THIRD QUARTER 2000 FORM 10-Q

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT is made effective as of
_____________________, by and between Ross Stores, Inc. (the "Company"), a
Delaware corporation, and ___________________________ (the "Executive").

RECITALS

A.   It is now the mutual desire of the Company and the Executive to
enter into a written employment agreement to govern the terms of the Executive's
employment by the Company as of the start of the term of this Agreement on the
terms and conditions set forth below.

TERMS AND CONDITIONS

In consideration for the promises of the parties set forth below, the
Company and the Executive hereby agree as follows:

1.   TERM. Subject to the provisions of Section 6 of this Agreement,
the term of employment of the Executive under this Agreement shall be as
follows.

(a)  INITIAL TERM. The initial term of the employment of the
Executive by the Company under this Agreement shall begin on the date hereof and
end on                    , unless extended or terminated earlier in accordance 
with this Agreement.

(b)  RENEWAL TERMS. Upon the written request of the Executive to
extend the Executive's term of employment under this Agreement prior to the
termination of the Executive's employment with the Company, the Board of
Directors of the Company ("Board") shall consider extending the Executive's
employment with the Company under this Agreement. Such request must be delivered
to the Chairman of the Compensation Committee of the Board not later than twelve
(12) months prior to the end of the initial or renewal term of employment.
Within thirty (30) days following the receipt of such notice, the Board shall
consider the Executive's request and advise the Executive, in writing, within
thirty (30) days 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
extension. If the Executive's request for an extension is approved, this
Agreement shall be extended two (2) additional years. Such additional two-year
period is referred to herein as a "Renewal Term."

2.   POSITION AND DUTIES. During the term of the Executive's employment
under this Agreement, the Executive shall serve as the Senior Vice President,
____________________ of the Company with overall responsibility for the
___________________ function of the Company. The Executive shall report directly
to the Chief Executive Officer, Chief Operating Officer or Executive Vice
President, Merchandising of the Company. During the term of the 

Executive's employment, the Executive may engage in outside activities provided
those activities do not conflict with the Executive's duties and
responsibilities hereunder, and provided further that the Executive gives
written notice to the Board of any significant outside business activity in
which Executive plans to become involved, whether or not such activity is
pursued for profit.

3.   PRINCIPAL PLACE OF EMPLOYMENT. The Executive shall be employed at
the Company's offices in _____________________, except for required travel on
the Company's business to an extent substantially consistent with present
business travel obligations of the Executive's position.

4.   COMPENSATION AND RELATED MATTERS.

(a)  SALARY. During the Executive's employment, the Company shall
pay the Executive a salary of not less than __________________ Dollars
($___________) per year. The Executive's salary, shall be payable in equal
installments in accordance with the Company's normal payroll practices
applicable to senior officers. Subject to the first sentence of this Section
4(a), the Executive's salary may be adjusted from time to time by the Board in
accordance with normal business practices of the Company.

(b)  BONUS. During the Executive's employment, the Company shall
pay the Executive an annual bonus in accordance with the terms of the existing
bonus incentive plan that covers the Executive (which is currently the Incentive
Compensation Plan) or any replacement plan of substantially equivalent or
greater value that may subsequently be established and in effect during the term
of Executive's employment with the Company.

(c)  EXPENSES. During the Executive's employment, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by Executive in performing services hereunder, including all reasonable
expenses of travel and living while away from home, provided that such expenses
are incurred and accounted for in accordance with the policies and procedures
established by the Company.

(d)  BENEFITS. The Executive shall be entitled to participate in
all of the Company's employee benefit plans and arrangements in effect on the
date hereof in which senior executives of the Company are eligible to
participate (including without limitation each pension and retirement plan and
arrangement, supplemental pension and retirement plan, deferred compensation
plan, short-term and long-term incentive plan, stock option plan (but not
including the Company's Outside Directors Option Plan or 2000 Equity Incentive
Plan), life insurance and health-and-accident plan and arrangement, medical
insurance plan, physical examination program, dental care plan, accidental death
and disability plan, survivor income plan, relocation plan, financial, tax and
legal counseling programs, and vacation plan). The Company shall not make any
changes in such plans or arrangements which would adversely affect the
Executive's rights or benefits thereunder, unless such change occurs pursuant to
a program applicable to all senior executives of the Company and does not result
in a proportionately greater reduction in the benefits of the Executive as
compared with any other senior executive of the Company. The Executive shall be
entitled to participate in, or receive benefits under, any employee benefit plan
arrangement made available by the Company 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. Except as otherwise
specifically provided herein, nothing paid to the Executive under any plan or
arrangement presently in effect or made available in the future shall be in lieu
of the salary or bonus otherwise payable under this Agreement.

(e)  VACATIONS. The Executive shall be entitled to the number of
vacation days in each calendar year, and to compensation in respect of earned
but unused vacation days, determined in accordance with the Company's vacation
plan. The Executive shall also be entitled to all paid holidays given by the
Company to its executives. Unused vacation days shall not be forfeited once they
have been earned and, if still unused at the time of the Executive's termination
of employment with the Company, shall be promptly paid to the Executive at their
then-current value, based on the Executive's rate of pay at the time of the
Executive's termination of employment.

(f)  SERVICES FURNISHED. The Company shall furnish the Executive
with office space and such services as are suitable to the Executive's position
and adequate for the performance of the Executive's duties during the term of
this Agreement.

5.   CONFIDENTIAL INFORMATION

(a)  The Executive agrees not to disclose, either while in the
Company's employ or at any time thereafter, to any person not employed by the
Company, or not engaged to render services to the Company, any confidential
information obtained while in the employ of the Company, including, without
limitation, any of the Company's inventions, processes, methods of distribution
or customers or trade secrets; provided, however, that the Executive's provision
shall not preclude the Executive from use or disclosure of information known
generally to the public or from disclosure required by law or court order.

(b)  The Executive agrees that upon leaving the Company's employ
Executive will make himself or herself reasonably available to answer questions
from Company officers regarding the Executive's former duties and
responsibilities and the knowledge Executive obtained in connection therewith.
In addition, Executive will not take with Executive, without the prior written
consent of any officer authorized to act in the matter by the Board, any study,
memoranda, drawing, blueprint, specification or other document of the Company,
its subsidiaries, affiliates and divisions, which is of a confidential nature
relating to the Company, its subsidiaries, affiliates and divisions.

6.   TERMINATION. The Executive's employment may be terminated during
the term of this Agreement only as follows:

(a)  DEATH. The Executive's employment shall terminate upon the
Executive's death.

(b)  DISABILITY. If, as a result of the Executive's Disability (as
defined below), the Executive shall have been absent from the Executive's duties
hereunder on a full-time basis for the entire period of six consecutive months,
and within thirty days after written notice of termination is given by the
Company or the Executive (which may occur before or after the end 

of such six-month period), the Executive shall not have returned to the
performance of the Executive's duties hereunder on a full-time basis, the
Executive's employment shall terminate. A termination of employment pursuant to
this Section 6(b) shall be deemed an involuntary termination for purposes of
this Agreement or any plan or practice of the Company. For purposes of this
Agreement, the term "Disability" shall mean a physical or mental illness,
impairment or condition reasonably determined by the Board that prevents the
Executive from performing the duties of the Executive's position under this
Agreement.

(c)  CAUSE. The Company may terminate the Executive's employment
for Cause. The Company shall have "Cause" to terminate the Executive's
employment if the Executive either (i) continuously fails to substantially
perform the Executive's duties hereunder (unless such failure is a result of a
disability as defined in Section (b)) or (ii) intentionally engages in illegal
or grossly negligent conduct which is materially injurious to the Company
monetarily or otherwise. A termination for Cause shall not take effect unless:
(1) the Executive is given written notice by the Company of its intention to
terminate Executive for Cause; (2) the notice specifically identifies the
particular act or acts or failure or failures to act which are the basis for
such termination; (3) the notice is given within 90 days of the Company's
learning of such act or acts or failure or failures to act; and (4) the
Executive fails to substantially cure such conduct, to the extent such cure is
possible, within 60 days after the date that such written notice is given to the
Executive.

(d)  WITHOUT CAUSE. The Company may terminate the Executive's
employment at any time Without Cause. A termination "Without Cause" is a
termination of the Executive's employment by the Company for any reasons other
than the death or disability of the Executive or the involuntary termination of
Executive for Cause as described above in Section 6(c).

(e)  TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive
may terminate the Executive's employment with the Company for Good Reason, which
shall be deemed to occur if Executive terminates the Executive's employment
within six months after (1) written notice of a failure by the Company to comply
with any material provision of this Agreement (including but not limited to the
reduction of the Executive's salary or target bonus opportunity) which failure
has not been cured within ten days after such written notice of noncompliance
has been given by the Executive to the Company, or (2) a significant
diminishment in the nature or scope of the authority, power, function or duty
attached to the position which the Executive currently maintains without the
express written consent of the Executive, or (3) the Executive is relocated more
than 25 miles from the Executive's Principal Place of Employment as described in
Section 3 without the Executive's prior written consent.

(f)  VOLUNTARY TERMINATION. The Executive may voluntarily
terminate the Executive's employment with the Company at any time. A voluntary
termination of employment by the Executive pursuant to Section 6(e) above for
Good Reason shall not be deemed a voluntary termination by the Executive for
purposes of this Agreement or any plan or practice of the Company but shall be
deemed an involuntary termination.

(g)  NON-RENEWAL. If the Executive fails to request an extension
of the term of the Executive's employment in accordance with Section 1 or if the
Board fails to approve such 

request, this Agreement shall automatically expire at the end of the then
current term. Such expiration shall not entitle the Executive to any
compensation or benefits except as earned by the Executive through the date of
expiration of the then current term of the employment and as set forth in
Section 8(e) [Special Change of Control Provisions]. The parties hereto shall
have no further obligations to each other thereafter except as set forth in
Sections 5 and 12.

7.   NOTICE AND EFFECTIVE DATE OF TERMINATION

(a)  NOTICE. Any termination of the Executive's employment by the
Company or by the Executive during the term of this Agreement (other than as a
result of death) shall be communicated by written notice of termination to the
other party hereto. Such notice shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under that provision.

(b)  DATE OF TERMINATION. The date of termination shall be:

(i)    if the Executive's employment is terminated by the
Executive's death, the date of the Executive's death;

(ii)   if the Executive's employment is terminated due to
disability pursuant to Section 6(b), the date of termination shall be the 31st
day following delivery of the notice of termination;

(iii)  if the Executive's employment is terminated for any
other reason by either party, the date on which a notice of termination is
delivered to the other party; and

(iv)   if the Agreement expires pursuant to Section
6(g)[Non-Renewal], the parties' employment relationship shall terminate on the
last day of the term of Executive's employment under this Agreement without any
notice.

8.   COMPENSATION AND BENEFITS UPON TERMINATION.

(a)  TERMINATION DUE TO DISABILITY, WITHOUT CAUSE OR FOR GOOD
REASON. If the Executive's employment terminates pursuant to Sections
6(b)[Disability], (d)[Without Cause], or (e)[For Good Reason], the Executive
shall be entitled to the following:

(i)    SALARY. The Company shall continue to pay the
Executive the Executive's then-current salary through the remaining term of the
Executive's employment under this Agreement as defined in Section 1.

(ii)   BONUS. The Company shall continue to pay the Executive
an annual bonus(es) throughout such remaining term. Each such bonus shall be
equal to the greater of (A) the Executive's bonus during the year prior to the
Executive's termination or (B) the bonus that the Executive would have earned
under the Company's bonus plan in the year that Executive was terminated had
Executive remained in its employment; provided, however, that such
post-termination bonuses shall not exceed the lesser of 100% of the targeted
amounts for 

those bonuses in the prior year and 100% of such targeted amounts
for the then-current year. Such bonuses shall not be paid until due under the
Company's present bonus plan.

(iii)  STOCK OPTIONS. With respect to any stock options
granted to the Executive by the Company, the Executive shall immediately become
vested in any unvested stock options upon such termination.

(iv)   RESTRICTED STOCK. With respect to any restricted stock
granted to the Executive by the Company which has not become vested as of such
termination, the Executive shall immediately become vested in a pro rata portion
of such unvested stock in accordance with the terms of the applicable stock
grant agreements.

The Company shall have no further obligations to the Executive as a
result of such termination except as set forth in Section 12.

(b)  FOR CAUSE. If the Executive's employment is terminated for
Cause (as defined in Section 6(c), Executive shall receive only the
post-termination compensation and benefits described in Section 8(c) [Death or
Voluntary Termination].

(c)  DEATH OR VOLUNTARY TERMINATION. If the Executive's employment
terminates pursuant to Section 6(a) [Death] or 6(f)[Voluntary Termination],
Executive (or the Executive's designee or the Executive's estate) shall be paid
the Executive's salary through the Executive's termination date and not
thereafter. Executive shall not be entitled to any bonus payments which were not
fully earned prior to the Executive's termination date, and Executive shall not
be entitled to any pro-rated bonus payment for the year in which the Executive's
employment terminates. 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 any restricted stock that was granted to the Executive by the
Company that is unvested as of the date on which the Executive's employment
terminates shall automatically be reacquired by the Company and the Executive
shall have no further rights with respect to such restricted stock. The Company
shall have no further obligations to the Executive as a result of the
termination of the Executive's employment pursuant to Section 6(a) or (f).

(d)  NON-RENEWAL. If the Agreement expires as set forth in Section
6(g)[Non-Renewal], the Executive shall be entitled only to the following:

(i)    SALARY. The Company shall continue to pay the
Executive the Executive's then-current salary through the remaining term of the
Executive's employment under this Agreement as defined in Section 1.

(ii)   BONUS. The Company shall continue to pay the Executive
an annual bonus for the year of termination which shall be pro-rated for the
portion of the bonus year that Executive is employed by the Company. The
calculation of such bonus prior to pro-ration shall be equal to the greater of
(A) the Executive's bonus during the year prior to the Executive's termination
or (B) the bonus that the Executive would have earned under the Company's bonus
plan in the year that Executive was terminated had Executive remained in its
employment; provided, however, that such post-termination bonuses shall not
exceed the lesser of 100% of the targeted amounts for those bonuses in the prior
year and 100% of such targeted 

amounts for the then-current year. Such bonuses shall not be paid until due
under the Company's present bonus plan.

(iii)  STOCK OPTIONS. With respect to any stock options
granted to the Executive by the Company, the Executive shall be vested in the
stock options only through the date on which the Executive's employment
terminates according to the original terms of the stock option agreements and
the respective plan.

(iv)   RESTRICTED STOCK. Any restricted stock that was
granted to the Executive by the Company that is unvested as of the date on which
the Executive's employment terminates due to a nonrenewal shall automatically
become vested in a pro-rata portion of such restricted stock determined on the
basis of the number of full months that have elapsed from the date of grant of
such restricted stock until the termination date divided by the total number of
months required for the restricted stock to become vested if not for the
termination or this provision. Thereafter, the unvested portion of the
restricted stock shall automatically be reacquired by the Company and the
Executive shall have no further rights in such unvested portion of the
restricted stock.

The Company shall have no further obligations to the Executive as a
result of such termination except as set forth in Section 12.

(e)  SPECIAL CHANGE OF CONTROL PROVISIONS.

(i)    CHANGE OF CONTROL BENEFITS.

(1)  In the event of a Change of Control (as defined
below), Executive shall be entitled to receive the immediate acceleration of the
vesting of any restricted stock that was granted to the Executive by the Company
and an additional salary equal to _____________________________Dollars
($__________) per month for a period of two (2) years following the Change of
Control unless and until Executive's employment is Voluntarily Terminated (as
defined in Section 6(f)) or is terminated for Cause (as defined in Section
6(c)).

(2)  Notwithstanding the foregoing, if the Executive's
employment is terminated either by the Company Without Cause (as defined in
Section 6(d) or by the Executive for Good Reason as defined in Section 6(e))
within one month prior and twelve (12) months following a Change of Control, the
Executive shall be entitled to the following (in addition to any other payments
or benefits provided under this Agreement):

a.  SALARY. The salary that shall be payable to
Executive under Section 8(a) shall be for a period of not less than two (2)
years.

b.  BONUS. The bonus that shall be payable to
Executive under Section 8(a) shall be for a period of not less than two (2)
years.

(3)  HEALTH CARE COVERAGE. In the event of the
termination of Executive's employment following a Change of Control, then
Executive shall be entitled to the continuation of the Executive's health care
coverage under the Company's employee benefit plans (including medical, dental,
vision and mental coverage) which the Executive had at the 

time of the termination (including coverage for the Executive's dependents) at
the Company's expense for a period of two (2) years. Such health care
continuation rights will be in addition to any rights the Executive may have
under ERISA Sections 600 and thereafter and Section 4980B of the Internal
Revenue Code ("COBRA coverage").

(4)  ESTATE PLANNING. In the event of the termination
of Executive's employment following a Change of Control, then Executive shall
also be entitled to the reimbursement of the Executive's estate planning
expenses (including attorneys' fees) as to which and on the terms of which
Executive was entitled prior to the termination for a period of two (2) years
following the date of termination of employment.

(ii)   CHANGE OF CONTROL DEFINED. 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, in one or a series of
transactions, whether through sale of stock or merger, ownership of stock of the
Company that possesses more than 30 percent of the total fair market value or
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 after which merger the stockholders
of the Company do not retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock of the surviving 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).

(iii)  EXCISE TAX GROSS-UP. If the Executive becomes entitled
to one or more payments (with a "payment" including the vesting of restricted
stock, a stock option, or other non-cash benefit or property), whether pursuant
to the terms of this Agreement or any other plan or agreement with the Company
or any affiliated company (collectively, "Change of Control Payments"), which
are or become subject to the tax ("Excise Tax") imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to
the Executive at the time specified below such amount (the "Gross-up Payment")
as may be necessary to place the Executive in the same after-tax position as if
no portion of the Change of Control Payments and any amounts paid to the
Executive pursuant to Section 8 had been subject to the Excise Tax. The Gross-up
Payment shall include, without limitation, reimbursement for any penalties and
interest that may accrue in respect of such Excise Tax. For purposes of
determining the amount of the Gross-up Payment, the Executive shall be deemed:
(A) to pay federal income taxes at the highest marginal rate of federal income
taxation for the calendar year in which the Gross-up Payment is to be made; and
(B) to pay any applicable state and local income taxes at the highest marginal
rate of taxation for the calendar year in which the Gross-up Payment is to be
made, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes if paid in such year. If
the Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the time the Gross-up Payment is made, the Executive shall
repay to the Company at the time that the amount such reduction in Excise Tax is
finally determined (but, if previously paid to the taxing authorities, not prior
to the time the amount of such reduction is refunded to the Executive or
otherwise realized as a benefit by the Executive) the portion of the Gross-up
Payment that would 

not have been paid if such Excise Tax had been used in initially calculating 
the Gross-up payment, plus interest on the amount of such repayment at the 
rate provided in Section 1274(b)(2)(B) of the Code. In the event that the 
Excise Tax is determined to exceed the amount taken into account hereunder at 
the time the Gross-up Payment is made, the Company shall make an additional 
Gross-up Payment in respect of such excess (plus any interest and penalties 
payable with respect to such excess) at the time that the amount of such 
excess is finally determined.

(iv)   The Gross-up Payment provided for above shall be paid
on the 30th day (or such earlier date as the Excise Tax becomes due and payable
to the taxing authorities) after it has been determined that the Change of
Control Payments (or any portion thereof) are subject to the Excise Tax;
provided, however, that if the amount of such Gross-up Payment or portion
thereof cannot be finally determined on or before such day, the Company shall
pay to the Executive on such day an estimate, as determined by counsel or
auditors selected by the Company and reasonably acceptable to the Executive, of
the minimum amount of such payments. The Company shall pay to the Executive the
remainder of such payments (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be
determined. In the event that the amount of the estimated payments exceeds the
amount subsequently determined to have been due, such excess shall constitute a
loan by the Company to the Executive, payable on the fifth day after demand by
the Company (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code). The Company shall have the right to control all
proceedings with the Internal Revenue Service that may arise in connection with
the determination and assessment of any Excise Tax and, at its sole option, the
Company may pursue or forego any and all administrative appeals, proceedings,
hearings, and conferences with any taxing authority in respect of such Excise
Tax (including any interest or penalties thereon); provided, however, that the
Company's control over any such proceedings shall be limited to issues with
respect to which a Gross-up Payment would be payable hereunder, and the
Executive shall be entitled to settle or contest any other issue raised by the
Internal Revenue Service or any other taxing authority. The Executive shall
cooperate with the Company in any proceedings relating to the determination and
assessment of any Excise Tax and shall not take any position or action that
would materially increase the amount of any Gross-up Payment hereunder.

9.   EMPLOYMENT RESTRICTION.

(a)  NON-COMPETE. The Company and the Executive acknowledge that
the Company has a special interest in and derives significant benefit from the
unique skills and experience of the Executive. In addition, 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.
Accordingly, except as hereafter noted, during the term of the Executive's
employment with the Company for a period of 36 months following the Executive's
termination of employment with the Company, Executive shall not provide any
labor, work, services or assistance to (whether as an officer, director,
employee, partner, agent, owner, independent contractor, stockholder or
otherwise) any off-price retailers and to Burlington Coat Factory Warehouse
Corporation, Dillard Department Stores, Inc., Filene's Basement Corp., The
Federated Stores, The May Department Stores Company, The TJX Companies, Inc. and
Value City Department Stores, Inc., as well as all subsidiaries, divisions
and/or the surviving entity of any of the above that do business in the retail
industry in the case of a merger or acquisition. 

However, this Section 9(a) shall not prohibit the Executive from making any
investment of 1% or less of the equity securities of any publicly-traded
corporation or limited partnership that is engaged in any business of the type
or character engaged in by the Company.

The foregoing restrictions 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 Section 6(d)[Without Cause] or by the Executive pursuant or Sections
6(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 Section 1
hereof.

(b)  NON-SOLICITATION OF EMPLOYEES. During the term of the
Executive's employment with the Company and for a period of 36 months following
the termination of that employment for any reason, the Executive shall not
directly or indirectly solicit any other employee of the Company to terminate
his or her employment with the Company.

10.  EXERCISE OF STOCK OPTIONS FOLLOWING TERMINATION. If the
Executive's employment terminates, Executive (or the Executive's estate) may
exercise the Executive's right to purchase any vested stock under the stock
options granted to Executive by the Company as provided in the applicable stock
option agreements. All such purchases must be made by the Executive in
accordance with the applicable stock option plans and agreements between the
parties.

11.  SUCCESSORS; BINDING AGREEMENT. This Agreement and all rights of
the Executive hereunder shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive should
die while any amounts would still be payable to Executive hereunder, all such
amounts shall be paid in accordance with the terms of this Agreement to the
Executive's written designee or, if there be no such designee, to the
Executive's estate.

12.  INSURANCE AND INDEMNITY. The Company shall, to the extent
permitted by law, include the Executive during the term of the Executive's
agreement under any directors and officers liability insurance policy maintained
for its directors and officers, with coverage at least as favorable to the
Executive in amount and each other material respect as the coverage of other
directors and officers covered thereby. The Executive's obligation to provide
insurance and indemnify the Executive shall survive expiration or termination of
this Agreement with respect to proceedings or threatened proceedings based on
acts or omissions of the Executive occurring during the Executive's employment
with the Company or with any affiliated company. Such obligations shall be
binding upon the Company's successors and assigns and shall inure to the benefit
of the Executive's heirs and personal representatives.

13.  NOTICE. For the purposes of this Agreement, notices, demands and
all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) mailed by United States registered mail, return receipt requested,
postage prepaid, addressed as follows:

If to the Executive:
--------------------

--------------------

--------------------

If to the Company:        Ross Stores, Inc.
8333 Central Avenue
Newark, CA  94560
Attention: President and COO

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

14.  COMPLETE AGREEMENT; MODIFICATION OR WAIVER; ENTIRE AGREEMENT. The
Executive's document represents the complete agreement of the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, promises or representations of the parties. No
provision of this Agreement may be modified or waived except in a document
signed by the Executive and the chairman of the Compensation Committee of the
Board or such other person as may be designated by the Board. This Agreement,
along with any stock option or restricted stock agreements between the parties,
constitute the entire agreement between the parties regarding their employment
relationship. To the extent that this Agreement is in any way inconsistent with
any prior or contemporaneous restricted stock or stock option agreements between
the parties, this Agreement shall control. No agreements or representations,
oral or otherwise, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement.

15.  GOVERNING LAW - SEVERABILITY. The validity, interpretation,
construction, performance, and enforcement of this Agreement shall be governed
by the laws of the state in which Executive's principle place of employment is
located without reference to that state's choice of law rules. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.

16.  MITIGATION NOT REQUIRED. In the event the Executive's employment
with the Company terminates for any reason, the Executive shall not be obligated
to seek other employment following such termination. Any amounts due the
Executive under this Agreement shall be offset by any remuneration attributable
to any subsequent employment that Executive may obtain during the period of
payment of compensation under this Agreement following the termination of
Executive's employment with the Company.

17.  WITHHOLDING. All payments required to be made by the Company
hereunder to the Executive or the Executive's estate or beneficiaries shall be
subject to the withholding of such amounts as the Company may reasonably
determine it should withhold pursuant to any applicable law. To the extent
permitted, the Executive may provide all or any part of any necessary
withholding by contributing Company stock with value, determined on the date
such withholding is due, equal to the number of shares contributed multiplied by
the closing NASDAQ price on the date preceding the date the withholding is
determined.

18.  ARBITRATION. In the event of any dispute or claim relating to 
or arising out of the parties' employment relationship or this Agreement 
(including, but not limited to, any claims of breach of contract, wrongful 
termination, or age, race, sex, disability or other discrimination), all such 
disputes shall be fully, finally and exclusively resolved by binding 
arbitration conducted by the American Arbitration Association in the city in 
which Executive's principle place of employment is located by an arbitrator 
mutually agreed upon by the parties hereto or, in the absence of such 
agreement, by an arbitrator selected in accordance with the Commercial 
Arbitration Rules of the American Arbitration Association, provided, however, 
that the Executive's arbitration provision shall not apply to any disputes or 
claims relating to or arising out of the misuse or misappropriation of the 
Company's trade secrets or proprietary information. Notwithstanding the 
foregoing, if either the Company or the Executive shall request, such 
arbitration shall be conducted by a panel of three arbitrators, one selected 
by the Company, one selected by the Executive, and the third selected by 
agreement of the first two, or, in the absence of such agreement, in 
accordance with such Rules.

If there is termination of your employment with the Company followed by
a dispute as to whether you are entitled to the benefits provided under this
Agreement, then, during the period of that dispute the Company shall pay you
fifty percent (50%) of the amount specified in Section 8 hereof (except that the
Company shall pay one hundred percent (100%) of any insurance premiums provided
for in Section 8), if, and only if, you agree in writing that if the dispute is
resolved against you, you shall promptly refund to the Company all payments you
receive. If the dispute is resolved in your favor, promptly after resolution of
the dispute the Company shall pay you the sum that was withheld during the
period of the dispute plus interest at the rate provided in Section 1274(d) of
the Code, compounded quarterly.

19.  ATTORNEY'S FEES. Each party shall bear its own attorney's fees and
costs incurred in any action or dispute arising out of this Agreement.

20.  MISCELLANEOUS. No right or interest to, or in, any payments shall
be assignable by the Executive; provided, however, that the Executive's
provision shall not preclude Executive from designating in writing one or more
beneficiaries to receive any amount that may be payable after Executive's death
and shall not preclude the legal representative of Executive's estate from
assigning any right hereunder to the person or persons entitled thereto. This
Agreement shall be binding upon and shall inure to the benefit of the Executive,
the Executive's heirs and legal representatives and, the Company and its
successors.

IN WITNESS WHEREOF, the parties have executed this Executive Employment
Agreement effective as of the date and year first above written.

ROSS STORES, INC.                          EXECUTIVE

------------------------------             -------------------------------------
By: Michael Balmuth

EXHIBIT 15

December 11, 2000

Ross Stores, Inc.
Newark, California

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim condensed
consolidated financial statements of Ross Stores, Inc. for the three-month and
nine-month periods ended October 28, 2000, and October 30, 1999, as indicated in
our independent accountants' report dated November 17, 2000; because we did not
perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended October 28, 2000 is
incorporated by reference in Registration Statements Nos. 33-61373, 33-51916,
33-51896, 33-51898, 33-41415, 33-41413, 33-29600, 333-56831, 333-06119,
333-34988 and 333-51478 of Ross Stores, Inc. on Form S-8.

We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Yours truly,

/s/Deloitte & Touche LLP
San Francisco, California

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF EARNINGS FOR THE NINE
MONTHS ENDED OCTOBER 28, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          FEB-03-2001
<PERIOD-START>                             JAN-30-2000
<PERIOD-END>                               OCT-28-2000
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