FOURTH AMENDMENT TO THE
 INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT


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





	
  
 
  	
  
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:
  	
  
12/3/03
  
	
   
  	
  Date:
  	
  11/25/03
  	
   
  	
   
  	
   
  



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