FIFTH AMENDMENT TO THE 
 INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT


          This Fifth 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, 2005 in the four following Amendments 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 entirely to read as follows:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
8.1             Term.      This Fifth Amendment is effective   as of February 1, 2005 (“Effective Date”) and will continue until January 31,   2006 (“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 Fifth Amendment to   the Independent Contractor
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Consultancy Agreement, the   Fourth Amendment to the Independent Contractor Consultancy Agreement   effective February 1, 2004, the Third Amendment to the Independent Contractor   Consultancy Agreement effective February 1, 2003, 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 Fifth Amendment to the Independent   Contractor Consultancy Agreement and the surviving terms of the Independent   Contractor Consultancy
Agreement, the Fourth, Third and the Second Amendments   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, 2005 and continuing until   January 31, 2006, 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, the Amendment to the Independent Contractor   Consultancy Agreement that became effective February 1, 2001, the Second   Amendment to the Independent Contractor Consultancy Agreement that became   effective February 1, 2002, the Third Amendment to the Independent Contractor   Consultancy Agreement that became effective February 1, 2003 and the Fourth   Amendment to the Independent Contractor Consultancy Agreement that became   effective February 1, 2004 shall remain in force and effect during the term   of this Amendment,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
IN WITNESS WHEREOF, the   parties have executed this Amendment, effective February 1, 2005.
  





	
   
  	
  
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:
  	
  
12/13/04
  
	
  
 
  	
  
Date:
  	
  
12/09/04
  	
  
 
  	
  
 
  	
  
 
  



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