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EXHIBIT 10.1

SEVENTH AMENDMENT TO THE
INDEPENDENT CONTRACTOR CONSULTANCY
AGREEMENT

This Seventh Amendment to the
Independent Contractor Consultancy Agreement (the “Seventh Amendment”) is made
and entered into by and between Ross Stores, Inc. (the “Company”) and Norman A.
Ferber (the “Contractor”). For the purposes of this agreement, the “Company”
includes subsidiaries, parents and affiliates of Ross Stores, Inc. The Company
and Contractor previously entered into an Independent Contractor Consultancy
Agreement that originally became effective February 1, 2000 and continued in
effect until January 31, 2001. The original Consultancy Agreement was extended
from February 1, 2001 until January 31, 2009 through six successive Amendments
to the Consultancy Agreement (together, the “Consulting Agreement”). It is now
the intention of the Company and the Contractor to further amend the Consulting
Agreement as set forth below. Accordingly, the Company and the Contractor now
agree as follows:

	     	A.	     	Amendments.
		 
		 		Paragraph 2.3,
      will be amended as follows:
		 
		 		2.3 Life
      Insurance. Company will pay to
      Contractor the amount necessary to cover the aggregate remaining premiums
      through January 31, 2012, for the existing life insurance policy on the
      life of Contractor (the policy issued for the benefit of the Norman A.
      Ferber and Rosine Ferber 2001 Insurance Trust or as otherwise designated
      by Contractor) (the “Policy”), with a death benefit in the amount of
      $2,000,000 (the “Life Insurance Premium Benefit”). Within 30 days of
      execution of this Seventh Amendment, Company shall pay Contractor any
      premium amounts applicable through January 31, 2009; thereafter, Company
      shall pay amounts each year to equal to that year’s premiums, through
      January 31, 2012. Each such annual premium payment by the Company shall
      (a) be paid no later than the last day of the calendar year in which the
      premium is due, (b) not be affected by any other expenses that are
      eligible for reimbursement in any year and (c) not be subject to
      liquidation or exchange for another benefit. In addition to such premium
      payments, Company shall pay to Contractor an amount equal to any federal,
      state and local income taxes imposed on Contractor as a result of such
      premium payments by the Company, including the amount of additional taxes
      imposed on Contractor due to the Company’s payment of the initial taxes
      imposed on Contractor. Contractor will designate the beneficiaries of such
      life insurance.
		 
		 		Paragraph 8.1,
      will be amended in its entirety to read as follows:
		 
		 		8.1 Term. This Seventh
      Amendment is effective as of March 19, 2008 (“Effective Date”) and will
      continue until January 31, 2012 (“Consultancy Termination Date”). This
      Consulting Agreement is renewable upon the mutual consent of both parties.
      The terms of such renewal must be in writing and signed by both Company
      and Contractor.
		 
		 		Paragraph 9.5,
      will be amended in its entirety to read as follows:
		 








		 		9.5 Entire Agreement. This Seventh Amendment to the Consultancy Agreement, along with
      the Sixth, Fifth, Fourth, Third, Second and First Amendments to the
      Consultancy Agreement and the original Consultancy Agreement that became
      effective February 1, 2000, constitute the entire agreement between the
      parties relating to this subject matter and all prior or contemporaneous
      oral or written agreements concerning such subject matter, including
      relevant terms from the parties’ prior Amended and Restated Employment
      Agreement and subsequent amendments. The terms of the Seventh Amendment,
      and the surviving terms of the prior amendments and the original
      Consultancy Agreement, will govern all services undertaken by Contractor
      for Company beginning March 19, 2008 and continuing until January 31,
      2012, unless otherwise agreed in writing by the parties. 
		 
	      	B.	      	No Other
      Modifications.
		 
		 		Except as modified by this
      Seventh Amendment, the original Consultancy Agreement that became
      effective February 1, 2000 and the First, Second, Third, Fourth, Fifth and
      Sixth Amendments thereto shall remain in force and effect during the term
      of this Amendment.
		 
		 		IN WITNESS WHEREOF, the
      parties have executed this Amendment, effective March 19, 2008.
  
		 


	               	Company:  	                     
    	Contractor:  
		Ross
      Stores, Inc.  	 	Norman
      A. Ferber  
		By: 
	 		By: 
	 
		Name:  	 		Title: 
    	 
		Title: 
    	 		Date:  	 
		Date: