FIFTH AMENDMENT TO THE INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT

Independent Contractor Agreement

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This Independent Contractor Agreement involves

ROSS STORES INC

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Title: FIFTH AMENDMENT TO THE INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT
Date: 4/14/2005
Industry: RTAPRL Sector: SERVIC

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FIFTH AMENDMENT TO THE

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: