QuickLinks
 -- Click here to rapidly navigate through this document

 
 

AMENDMENT #2 TO THE INDEPENDENT CONTRACTOR CONSULTANCY
  AGREEMENT    
  



        This
Amendment #2 to the Independent Contractor Consultancy Agreement (the "Consultancy Agreement") and the Amendment to the Independent Contractor Consultancy Agreement is made and
entered into this 7th day of January 2002, 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. By the amendment dated
January 9, 2001, the original Consultancy Agreement was extended until January 31, 2002. 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 Consultancy Agreement as follows: 



 A.    Amendments.  



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




        8.1    Term.    This 2nd Amendment is effective as of February 1, 2002 ("Effective Date") and
will continue until January 31, 2003 ("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 2nd Amendment to the Independent Contractor Consultancy Agreement, 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 2nd
Amendment to the Independent Contractor Consultancy Agreement and the surviving terms of 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, 2002 and continuing until January 31, 2003, unless otherwise agreed in writing by the
parties. 



 B.    No Other Modifications.  


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




        IN
WITNESS WHEREOF, the parties have executed this Amendment on the date(s) shown below. 



	

Company:	
 	

Contractor:
	

Ross Stores, Inc.	
 	

Norman A. Ferber
	



By:	

 	



/s/Michael Balmuth
	

 	



By:	

 	



/s/Norman A. Ferber

	Name:	 	Michael Balmuth	 	Title:	 	Chairman of the Board
	Title:	 	Vice Chairman, CEO	 	Date:	 	January 7, 2002
	Date:	 	January 14, 2002	 	 	 	 











QuickLinks


AMENDMENT #2 TO THE INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT