SIXTH AMENDMENT TO THE INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT

Independent Contractor Agreement

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ROSS STORES INC | Norman A. Ferber

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Title: SIXTH AMENDMENT TO THE INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT
Date: 6/7/2006
Industry: RTAPRL Sector: SERVIC

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EXHIBIT 10

EXHIBIT 10.1

SIXTH AMENDMENT TO THE
INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT

This Sixth Amendment to the Independent Contractor Consultancy Agreement (the “Sixth Amendment”) is made and entered into by and between Ross Stores, Inc. (the “Company”) and Norman A. Ferber (the “Contractor”). For the purposes of this agreement, the “Company” includes subsidiaries, parents and affiliates of Ross Stores, Inc. The Company and Contractor previously entered into an Independent Contractor Consultancy Agreement that originally 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, 2006 through five successive Amendments to the Consultancy Agreement (together, the “Consulting Agreement”). It is now the intention of the Company and the Contractor to further amend the Consulting Agreement as set forth below. Accordingly, the Company and the Contractor now agree as follows:

	A.	Amendments.

		Paragraph 2.3, will be added as follows:

		2.3 Life Insurance. Within 30 days of the execution of this Sixth Amendment, Company will pay to Contractor the sum of $12,840 (the “Life Insurance Premium Benefit”), which is an amount the parties hereby agree is the sum of the estimated annual premiums for the three-year term of this Sixth Amendment for a policy of life insurance on the life of Contractor (the policy will be issued for the benefit of the Norman A. Ferber and Rosine Ferber 2001 Insurance Trust or as otherwise designated by Contractor), with a death benefit in the amount of $2,000,000. In addition to such sum, Company shall pay to Contractor at the same time as its payment of the Life Insurance Premium Benefit an amount necessary to enable Contractor to realize the Life Insurance Premium Benefit net of any federal, state and local income tax liability attributable to such payments by the Company. For such purpose, Contractor shall be deemed to pay federal, state and local income taxes at the highest applicable marginal rates. Contractor will designate the beneficiaries of such life insurance.

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

		8.1 Term. This Sixth Amendment is effective as of February 1, 2006 (“Effective Date”) and will continue until January 31, 2009 (“Consultancy Termination Date”). This Consulting 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 8.2 will be amended in its entirety to read as follows: