THIRD AMENDED AND RESTATED
                        ROSS STORES, INC.
             EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                                
                                
                                
     A.   Purpose and Description.  The third amended and
restated Ross Stores, Inc. Executive Supplemental Retirement Plan
(the "Plan") is designed to help selected employees of Ross
Stores to provide for their retirement and for their
beneficiaries in the event of their death.  The Plan shall be
effective as of May 1, 1991.  Under the Plan, eligible employees
may purchase individual life insurance policies and/or annuity
contracts from an insurance company selected by Ross Stores (the
"Insurance Company").  The insurance and annuity contract
policies and annuity contracts will be owned exclusively by the
employee.  The insurance and annuity contract premiums will be
paid on an "after-tax" basis through payroll deduction.  Ross
Stores will pay a bonus to Plan Participants to assist the
participants in meeting their tax liability on amounts withheld
and used to purchase life insurance and annuity contracts under
the Plan.

     B.   Administration.  The Plan shall be administered by the
"Plan Committee," the members of which will be the Vice President
of Human Resources and the Director of Risk Management and
Benefits.

     C.   Eligibility and Participation.

          1.   Employees designated by the Plan Committee shall
become participants in the Plan when their application for life
insurance or an annuity contract is accepted by the Insurance
Company and they have authorized insurance or annuity contract
premium payments through payroll deductions and/or direct
payments as described more fully below.

          2.   Participation in the Plan shall terminate
immediately upon the Participant's separation from service with
Ross Stores for any reason.

     D.   Contributions.

          1.   Each Participant may select the amount of
insurance or annuity contract premium payments which he or she
desires and which provides the amount of insurance coverage and
cash value build up or annuity payments as the Participant
desires.  Insurance and annuity contract premiums may be paid
through payroll deductions ("Payroll Deductions") from the
Participant's regular salary and bonuses or through direct
payments by the Participant ("Direct Payments").  The Participant
shall notify Ross Stores of all Direct Payments and shall provide
Ross Stores with such evidence of the Direct Payments as it may
reasonably require and Ross Stores shall 

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have no obligation to pay a Tax Bonus with respect to any 
Direct Payments of which it has not been properly notified.

          2.   A Participant may change premium payments at such
times upon such notice as the Plan Committee may require,
provided, however, that a Participant may cease Payroll
Deductions entirely at any time.  Ross Stores has no
responsibility for any changes in the amount of insurance
coverage or future cash value or the amount of annuity payments
which result from a Participant's change in his or her premium
payments.

          3.   Payroll Deductions are subject to income and
payroll tax withholding.  Accordingly, a Participant's take-home
pay will be reduced by withholdings attributable to Payroll
Deductions.

          4.   Ross Stores shall remit a Participant's Payroll
Deductions to the Insurance Company within a reasonable time
after such Payroll Deductions were made.

     E.   Tax Bonus.

          1.   Ross Stores shall pay a bonus to each Participant
to help defray the Participant's federal income tax liability for
the Participant's annual Payroll Deductions (the "Tax Bonus").
The Tax Bonus will equal 70% of the sum of the Participant's
Payroll Deductions and Direct Payments, up to a maximum tax bonus
of $3,500 per calendar year.

          2.   The Plan Committee may change the rate of the Tax
Bonus from time to time, subject, however, to the provisions of
paragraph F.1., below.

     F.   Miscellaneous.

          1.   Ross Stores reserves the right at any time to
modify, amend or terminate the Plan in all or in part; provided,
however, no such amendment or termination shall affect the
portion of the Tax Bonus calculated with respect to Payroll
Deductions paid prior to such termination or amendment.

          2.   The Participant shall own any insurance policy and
annuity contract acquired pursuant to this Plan and Ross Stores
shall retain no interest therein and shall merely facilitate the
Participant's payment of premiums on the policy or contract
through Payroll Deductions.

          3.   Ross Stores shall not be responsible for the
adequacy of a Participant's Payroll Deductions to make any
insurance or annuity contract premium payments, but shall have
fully satisfied its obligations under this Plan upon remitting

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the Payroll Deductions to the Insurance Company and paying the
applicable Tax Bonus.

          4.   Ross Stores recommends that Participants consult
their personal financial advisors regarding the tax and financial
consequences of purchasing life insurance and annuity contracts
under this program prior to participating in the Plan.

          5.   Nothing herein shall be construed as conferring
upon any Participant the right to continue in the employ of Ross
Stores as an employee.

          6.   The Plan shall be construed in accordance with and
governed by the laws of the State of California.

       IN WITNESS WHEREOF, the undersigned Secretary of the Corporation 
certifies that the foregoing Third Amended and Restated Ross Stores, Inc.
Executive Supplemental Retirement Plan was duly adopted by the Board of
Directors of the Company on the 29th day of August, 1991, to become
effective as of May 1, 1991.



                                        /S/ EARL BENSON
                                        Earl T. Benson