THIRD AMENDMENT TO THE
                  INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT

      This Third Amendment to the Independent Contractor Consultancy Agreement
(the "Consultancy Agreement") is made and entered into by and between Ross
Stores, Inc. (the "Company") and Norman A. Ferber (the "Contractor"). The
Company and the Contractor previously entered into an Independent Contractor
Consultancy Agreement that 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, 2002 in the Amendment to the Independent
Contractor Consultancy Agreement. The original Consultancy Agreement was further
extended from February 1, 2002 until January 31, 2003 in the Second Amendment to
the Independent Contractor Consultancy Agreement. It is now the intention of the
Company and the Contractor to further amend these agreements as set forth below.
Accordingly, the Company and the Contractor now amend the agreements as follows:

      A.    Amendments.

            Paragraph 8.1, will be amended in its entirety to read as follows:

            8.1 Term. This Third Amendment is effective as of February 1, 2003
            ("Effective Date") and will continue until January 31, 2004
            ("Consultancy Termination Date"). This 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 Third Amendment to the Independent
            Contractor Consultancy Agreement, the Second Amendment to the
            Independent Contractor Consultancy Agreement effective February 1,
            2002, the Amendment to the Independent Contractor Consultancy
            Agreement effective February 1, 2001, and the Independent Contractor
            Consultancy Agreement 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 Third Amendment to the
            Independent Contractor Consultancy Agreement and the surviving terms
            of the Independent Contractor Consultancy Agreement, the Second
            Amendment to the Independent Contractor Consultancy Agreement and
            Amendment to the Independent Contractor Consultancy Agreement will
            govern all services undertaken by Contractor for Company beginning
            February 1, 2003 and continuing until January 31, 2004, unless
            otherwise agreed in writing by the parties.


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      B.    No Other Modifications.

            Except as modified by this Agreement, the Independent Contractor
            Consultancy Agreement that became effective February 1, 2000, the
            Amendment to the Independent Contractor Consultancy Agreement that
            became effective February 1, 2001, and the Second Amendment to the
            Independent Contractor Consultancy Agreement that became effective
            February 1, 2002 shall remain in force and effect during the term of
            this Amendment.

                  IN WITNESS WHEREOF, the parties have executed this Amendment,
                  effective February 1, 2003.

Company:                                Contractor:

Ross Stores, Inc.                       Norman A. Ferber


By: /s/ Michael Balmuth                 By: /s/ Norman A. Ferber
    -------------------------------         ------------------------------------
    Name:  Michael Balmuth                  Name:  Norman A. Ferber
    Title: Vice Chairman & CEO              Title: Chairman of the Board


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