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                                                                   Exhibit 10.22
PETCO ANIMAL SUPPLIES, INC.
Deferred Compensation Plan
MASTER PLAN DOCUMENT
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                            EFFECTIVE JANUARY 1, 2001









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                                TABLE OF CONTENTS
                                                                                                            PAGE
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               PURPOSE........................................................................................1

ARTICLE 1      DEFINITIONS....................................................................................1

ARTICLE 2      SELECTION, ENROLLMENT, ELIGIBILITY.............................................................7

      2.1      SELECTION BY COMMITTEE.........................................................................7
      2.2      ENROLLMENT REQUIREMENTS........................................................................7
      2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.....................................................7
      2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS..................................................7

ARTICLE 3      DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING TAXES..........................................7

      3.1      MINIMUM AND MAXIMUM DEFERRALS..................................................................7
      3.2      ELECTION TO DEFER; EFFECT OF ELECTION FORM.....................................................8
      3.3      WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS.........................................................8
      3.4      CEO DISCRETIONARY AWARD AMOUNT.................................................................9
      3.5      ANNUAL COMPANY MATCHING AMOUNT.................................................................9
      3.6      INVESTMENT OF TRUST ASSETS.....................................................................9
      3.7      VESTING........................................................................................9
      3.8      CREDITING/DEBITING OF ACCOUNT BALANCES........................................................10
      3.9      FICA AND OTHER TAXES..........................................................................11

ARTICLE 4      SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION; 401(k)
               ROLL-OVER.....................................................................................12

      4.1      SHORT-TERM PAYOUT.............................................................................12
      4.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM................................................12
      4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.........................12
      4.4      WITHDRAWAL ELECTION...........................................................................13

ARTICLE 5      RETIREMENT BENEFIT............................................................................13

      5.1      RETIREMENT BENEFIT............................................................................13
      5.2      PAYMENT OF RETIREMENT BENEFIT.................................................................13
      5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT...............................................13

ARTICLE 6      PRE-RETIREMENT SURVIVOR BENEFIT...............................................................14

      6.1      PRE-RETIREMENT SURVIVOR BENEFIT...............................................................14
      6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT....................................................14



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ARTICLE 7      TERMINATION BENEFIT...........................................................................15

      7.1      TERMINATION BENEFIT...........................................................................15
      7.2      PAYMENT OF TERMINATION BENEFIT................................................................15

ARTICLE 8      DISABILITY WAIVER AND BENEFIT.................................................................15

      8.1      DISABILITY WAIVER.............................................................................15
      8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT.....................................................15

ARTICLE 9      BENEFICIARY DESIGNATION.......................................................................16

      9.1      BENEFICIARY...................................................................................16
      9.2      BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................................16
      9.3      ACKNOWLEDGEMENT...............................................................................16
      9.4      NO BENEFICIARY DESIGNATION....................................................................16
      9.5      DOUBT AS TO BENEFICIARY.......................................................................16
      9.6      DISCHARGE OF OBLIGATIONS......................................................................16

ARTICLE 10     LEAVE OF ABSENCE..............................................................................16

      10.1     PAID LEAVE OF ABSENCE.........................................................................16
      10.2     UNPAID LEAVE OF ABSENCE.......................................................................16

ARTICLE 11     TERMINATION, AMENDMENT OR MODIFICATION........................................................17

      11.1     TERMINATION...................................................................................17
      11.2     AMENDMENT.....................................................................................17
      11.3     PLAN AGREEMENT................................................................................17
      11.4     EFFECT OF PAYMENT.............................................................................18

ARTICLE 12     ADMINISTRATION................................................................................18

      12.1     COMMITTEE DUTIES..............................................................................18
      12.2     ADMINISTRATION UPON CHANGE IN CONTROL.........................................................18
      12.3     AGENTS........................................................................................19
      12.4     BINDING EFFECT OF DECISIONS...................................................................19
      12.5     INDEMNITY OF COMMITTEE........................................................................19
      12.6     EMPLOYER INFORMATION..........................................................................19

ARTICLE 13     OTHER BENEFITS AND AGREEMENTS.................................................................20

      13.1     COORDINATION WITH OTHER BENEFITS..............................................................20

ARTICLE 14     CLAIMS PROCEDURES.............................................................................20

      14.1     PRESENTATION OF CLAIM.........................................................................20


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      14.2     NOTIFICATION OF DECISION......................................................................20
      14.3     REVIEW OF A DENIED CLAIM......................................................................20
      14.4     DECISION ON REVIEW............................................................................20
      14.5     LEGAL ACTION..................................................................................21

ARTICLE 15     TRUST.........................................................................................21

      15.1     ESTABLISHMENT OF THE TRUST....................................................................21
      15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................................21
      15.3     DISTRIBUTIONS FROM THE TRUST..................................................................21

ARTICLE 16     MISCELLANEOUS.................................................................................21

      16.1     STATUS OF PLAN................................................................................22
      16.2     UNSECURED GENERAL CREDITOR....................................................................22
      16.3     EMPLOYER'S LIABILITY..........................................................................22
      16.4     NONASSIGNABILITY..............................................................................22
      16.5     NOT A CONTRACT OF EMPLOYMENT..................................................................22
      16.6     FURNISHING INFORMATION........................................................................22
      16.7     TERMS.........................................................................................22
      16.8     CAPTIONS......................................................................................23
      16.9     GOVERNING LAW.................................................................................23
      16.10    NOTICE........................................................................................23
      16.11    SUCCESSORS....................................................................................23
      16.13    VALIDITY......................................................................................23
      16.14    INCOMPETENT...................................................................................23
      16.16    DISTRIBUTION IN THE EVENT OF TAXATION.........................................................23
      16.17    INSURANCE.....................................................................................24
      16.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL..........................................24

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                           PETCO ANIMAL SUPPLIES, INC.
                           DEFERRED COMPENSATION PLAN
                            Effective January 1, 2001
                                     PURPOSE

         The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future business
success of PETCO Animal Supplies, Inc., a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance, (ii) the vested CEO Discretionary Award Account
         Balance, (iii) the vested Company Matching Account balance, and (iv)
         any prior account balances, as of December 31, 2000, held under PETCO
         Animal Supplies, Inc. Nonqualified Deferred Compensation Plans 1001 and
         1002. The Account Balance, and each other specified account balance,
         shall be a bookkeeping entry only and shall be utilized solely as a
         device for the measurement and determination of the amounts to be paid
         to a Participant, or his or her designated Beneficiary, pursuant to
         this Plan.

1.2      "Annual Base Salary" shall mean the annual cash compensation relating
         to services performed during any calendar year, excluding bonuses,
         commissions, overtime, fringe benefits, stock options, relocation
         expenses, incentive payments, non-monetary awards, directors fees and
         other fees, automobile and other allowances paid to a Participant for
         employment services rendered (whether or not such allowances are
         included in the Employee's gross income). Annual Base Salary shall be
         calculated before reduction for compensation voluntarily deferred or
         contributed by the Participant pursuant to all qualified or
         non-qualified plans of the Employer (including this Plan) and shall be
         calculated to exclude amounts not otherwise included in the
         Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
         or 403(b) pursuant to plans established by the Employer; provided
         however, that all such amounts will be included in compensation only to
         the extent that, had there been no such plan, the amount would have
         been payable in cash to the Employee.

1.3      "Annual Company Matching Amount" for any one Plan Year shall be the
         amount determined in accordance with Section 3.5.

1.4      "Annual Deferral Amount" shall mean that portion of a Participant's
         Annual Base Salary, Bonus and Directors Fees that a Participant elects
         to have deferred, and is deferred, in accordance with Article 3, for
         any one Plan Year. In the event of a Participant's Retirement,
         Disability (if deferrals cease in accordance with Section 8.1), death
         or a Termination of Employment prior to the end of a Plan Year, such
         year's Annual Deferral Amount shall be the actual amount withheld prior
         to such event.



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1.5      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: The Account Balance of the Participant
         shall be calculated as of the last business day of each calendar year.
         Payments due to be made in any year shall be paid as soon as
         practicable after the beginning of the year, based upon the
         participant's Account Balance as of the end of the prior year. The
         annual installment shall be calculated by multiplying this balance by a
         fraction, the numerator of which is one, and the denominator of which
         is the remaining number of annual payments due the Participant. By way
         of example, if the Participant elects a 10 year Annual Installment
         Method, the first payment shall be 1/10 of the Account Balance,
         calculated as described in this definition. The following year, the
         payment shall be 1/9 of the Account Balance, calculated as described in
         this definition.

1.6      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.7      "Beneficiary Designation Form" shall mean the form established from
         time-to-time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.8      "Board" shall mean the board of directors of the Company.

1.9      "Bonus" shall mean any cash compensation, in addition to Annual Base
         Salary relating to services performed during any calendar year, whether
         or not paid in such calendar year or included on the Federal Income Tax
         Form W-2 for such calendar year, payable to a Participant as an
         Employee under the Employer's Bonus plans, excluding stock options.
         Bonus awards which relate to periods of more than one year, or which
         are discretionary, will be treated as related to the year in which all
         events have occurred which make the bonus both calculable and payable.

1.10     "CEO Discretionary Award Account" shall mean (i) the sum of the
         Participant's CEO Discretionary Award Amounts, plus (ii) amounts
         credited in accordance with all the applicable crediting provisions of
         this Plan that relate to the Participant's CEO Discretionary Award
         Account, less (iii) all distributions made to the Participant, or his
         or her Beneficiary, pursuant to this Plan that relate to the
         Participant's CEO Discretionary Award Account.

1.11     "CEO Discretionary Award Amount" shall mean, for any one Plan Year, the
         amount determined in accordance with Section 3.4.

1.12     "Change in Control" means:

         (a)      Any Person (as that term is used in Sections 13 and 14(d)(2)
                  of the Securities Exchange Act of 1934, other than the Company
                  or any of its subsidiaries, a trustee or other fiduciary
                  holding securities under an employee benefit plan of the
                  Company, or a corporation owned directly or indirectly by the
                  shareowners of the Company in substantially the same
                  proportions as their ownership of stock of the Company), or an
                  underwriter temporarily holding securities pursuant to an
                  offering of securities, becomes the Beneficial Owner (as used
                  in Section 13(d) of the Securities Exchange Act of 1934),
                  directly or indirectly, of securities of the Company
                  (excluding from the securities beneficially owned by such
                  Person any securities acquired directly from the Company or
                  its affiliates pursuant to



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                  express authorization by the Board citing this exception)
                  representing fifty percent (50%) or more of the combined
                  voting power of the Company's then outstanding voting
                  securities and representing more than the voting power then
                  held by the shareowner that was the largest shareowner at the
                  time conversion occurred; or;

         (b)      During any period of two (2) consecutive years (not including
                  any period prior to the Effective Date), individuals who at
                  the beginning of such period constitute the Board (and any new
                  director, whose election by the Company's shareowners was
                  approved by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors at
                  the beginning of the period or whose election or nomination
                  for election was so approved), (collectively the "Continuing
                  Directors"), cease for any reason to constitute a majority
                  thereof; provided, however, that individuals who are appointed
                  to the Board pursuant to or in accordance with the terms of an
                  agreement related to a merger, consolidation, or share
                  exchange involving the Company (or any direct or indirect
                  subsidiary of the Company) shall not be Continuing Directors
                  for purposes of this Agreement until after such individuals
                  are first nominated for election by a vote of at least
                  two-thirds (2/3) of the then Continuing Directors and are
                  thereafter elected as directors by the shareowners of the
                  Company at a meeting of shareowners held following
                  consummation of such merger, consolidation, or share exchange;
                  or

         (c)      Any of the following occurs: [a] the Directors (and, if
                  needed, the Company's shareowners) approve a plan of complete
                  liquidation of the Company; or [b] the sale, lease, exchange,
                  transfer or other disposition of all or substantially all the
                  Company's assets; or [c] a merger, consolidation, share
                  exchange, or reorganization of the Company with or involving
                  any other corporation, other than a merger, consolidation,
                  share exchange or reorganization that would result in the
                  voting securities of the Company outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity), more than fifty percent (50%) of the
                  combined voting power of the voting securities of the Company
                  (or such surviving entity) outstanding immediately after such
                  merger, consolidation, share exchange or reorganization.

                  However, in no event shall a "Change in Control" be deemed to
                  have occurred, with respect to a Participant, if the
                  Participant is part of a purchasing group which consummates
                  the Change-in-Control transaction. A Participant shall be
                  deemed "part of a purchasing group" for purposes of the
                  preceding sentence if the Participant is an equity participant
                  in the purchasing company or group (except for: (i) passive
                  ownership of less than three percent (3%) of the stock of the
                  purchasing company; or (ii) ownership of equity participation
                  in the purchasing company or group which is otherwise not
                  significant, as determined prior to the Change in Control by a
                  majority of the nonemployee directors).

                  The determination of whether a Change in Control has occurred
                  shall be made by the Committee upon request of the Company or
                  the Participant (or beneficiary if Participant is deceased).
                  The Committee may require the Company to furnish evidence to
                  determine, or to enable the Committee to determine whether a
                  Change in Control has occurred. In performing any of its
                  obligations or taking any discretionary action under this
                  Agreement



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                  which is dependent upon a Change in Control having occurred,
                  the Committee will be fully protected in relying on its
                  determination, which may be based upon opinion of counsel
                  selected by the Committee that a Change in Control has
                  occurred, unless such a determination arises out of the
                  Committee's gross negligence or willful misconduct. The
                  Committee determination whether a Change in Control has
                  occurred shall be communicated by the Committee to the Company
                  and to the Participant (and beneficiary, if applicable) and
                  shall be binding and conclusive on all persons.

1.13      "Claimant" shall have the meaning set forth in Section 14.1.

1.14     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time-to-time.

1.15     "Committee" shall mean the committee described in Article 12.

1.16     "Company" shall mean PETCO Animal Supplies, Inc., a Delaware
         corporation, and any successor to all, or substantially all, of the
         Company's assets or business.

1.17     "Company Matching Account" shall mean (i) the sum of all of a
         Participant's Annual Company Matching Amounts, plus (ii) amounts
         credited in accordance with all the applicable crediting provisions of
         this Plan that relate to the Participant's Company Matching Account,
         less (iii) all distributions made to the Participant, or his or her
         Beneficiary, pursuant to the Plan that relate to the Participant's
         Company Matching Account.

1.18     "Deduction Limitation" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If the Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.8 below, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her Beneficiary (in the event of the Participant's death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which the deductibility of compensation paid or payable to the
         Participant for the taxable year of the Employer during which the
         distribution is made will not be limited by Section 162(m), or if
         earlier, the effective date of a Change in Control. Notwithstanding
         anything to the contrary in this Plan, the Deduction Limitation shall
         not apply to any distributions made after a Change in Control.

1.19     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Annual Deferral Amounts, plus (ii) amounts credited in accordance with
         all the applicable crediting provisions of this Plan that relate to the
         Participant's Deferral Account, less (iii) all distributions made to
         the Participant or his or her Beneficiary pursuant to this Plan that
         relate to his or her Deferral Account.

1.20     "Director" shall mean any member of the board of directors of the
         Company.


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1.21     "Directors Fees" shall mean the annual fees paid by any Employer,
         including retainer fees, meetings fees and committee chair fees, as
         compensation for serving on the board of directors.

1.22     "Disability" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Employer's long-term disability plan, or if a Participant does not
         participate in such a plan, a period of disability during which the
         Participant would have qualified for permanent disability benefits
         under such a plan had the Participant been a participant in such a
         plan, as determined in the sole discretion of the Committee. If the
         Employer does not sponsor such a plan, or discontinues to sponsor such
         a plan, Disability shall be determined by the Committee in its sole
         discretion.

1.23     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.24     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.25     "Employee" shall mean a person who is an employee of the Employer.

1.26     "Employer" shall mean the Company and/or each of its subsidiaries (now
         in existence or hereafter formed or acquired) that have been selected
         by the Board to participate in the Plan and have adopted the Plan as a
         sponsor.

1.27     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time-to-time.

1.28     "401(k) Plan" shall be that certain PETCO Animal Supplies 401(k) Plan
         adopted by the Company, as it may be amended from time-to-time.

1.29     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan, or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

1.30     "Plan" shall mean the Company's Deferred Compensation Plan, which shall
         be evidenced by this instrument and by each Plan Agreement, as may be
         further amended from time-to-time.

1.31     "Plan Agreement" shall mean a written agreement, as may be amended from
         time-to-time, which is entered into by and between the Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Employer shall provide for the entire benefit to which such Participant
         is entitled under the Plan; should there be more than one Plan
         Agreement, the Plan Agreement bearing the latest date of acceptance by
         the Employer shall supersede all previous Plan Agreements in their
         entirety and shall govern such entitlement. The terms of any Plan
         Agreement may be different for any Participant, and any Plan Agreement
         may provide additional benefits not set forth in the Plan or limit the
         benefits otherwise provided under the Plan; provided however, that any
         such additional benefits, or benefit limitations, must be agreed to by
         both the Employer and the Participant.


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1.32     "Plan Year" shall mean a period beginning on January 1 of each calendar
         year and continuing through December 31 of such calendar year.

1.33     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.34     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from the Employer for any reason
         other than a leave of absence, death or Disability at such time as (i)
         the Employee's age equals sixty-five (65), or (ii) the Employee has at
         least six (6) Years of Service and the sum of the Employee's age and
         Years of Service equals fifty-five (55) or more; and shall mean with
         respect to a Director who is not an Employee, severance of his or her
         directorships with the Employer. If a Participant is both an Employee
         and a Director, Retirement shall not occur until he or she Retires as
         both an Employee and a Director; provided however, that such a
         Participant may elect, at least one year prior to Retirement, and in
         accordance with the policies and procedures established by the
         Committee, to Retire for purposes of this Plan at the time he or she
         Retires as an Employee.

1.35     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.36     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.37     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.38     "Termination of Employment" shall mean the severing of employment with
         all Employers, or service as a Director of the Employer, voluntarily or
         involuntarily, for any reason other than Retirement, Disability, death
         or an authorized leave of absence. If a Participant is both an Employee
         and a Director, a Termination of Employment shall occur only upon the
         termination of the last position held; provided however, that such a
         Participant may elect, at least one year before Termination of
         Employment and in accordance with the policies and procedures
         established by the Committee, to be treated for purposes of this Plan
         as having experienced a Termination of Employment at the time he or she
         ceases employment with an Employer as an Employee.

1.39     "Trust" shall mean the grantor trust established pursuant to the Trust
         Agreement, attached hereto as Exhibit 1, as amended from time-to-time.

1.40     "Trustee" shall mean the designated Trustee acting at any time under
         the Trust.

1.41     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.42     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and ends on the
         anniversary of that date and that for the second year commences on
         first day of the Plan Year during which the first year ended and for
         each subsequent year is the Plan Year.



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                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management and highly compensated Employees and
         Directors of the Employer, as determined by the Committee in its sole
         discretion. From that group, the Committee shall select, in its sole
         discretion, Employees and Directors to participate in the Plan. For
         purposes of the Plan, the phrase "select group of management or highly
         compensated employees" shall include, but not be limited to, those
         individuals employed as an executive officer, senior officer, or
         corporate officer of the Employer, all as determined by the Committee.

2.2      ENROLLMENT REQUIREMENTS. As a condition of participation, each selected
         Employee or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within 30 days after he or she is notified of
         selection to participate in the Plan. In addition, the Committee shall
         establish from time-to-time such other enrollment requirements as it
         determines in its sole discretion to be necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, such Employee or Director shall commence
         participation in the Plan as soon as administratively practical
         following the date on which the Employee or Director completes all
         enrollment requirements. If an Employee or a Director fails to meet all
         such requirements within the period required, in accordance with
         Section 2.2, that Employee or Director shall not be eligible to
         participate in the Plan until the first day of the Plan Year following
         the delivery to, and acceptance by, the Committee of the required
         documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then Account Balance as a
         Termination Benefit and terminate the Participant's participation in
         the Plan.

                                    ARTICLE 3
              DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1      MINIMUM AND MAXIMUM DEFERRALS.

         (a)      ANNUAL BASE SALARY, BONUS AND DIRECTOR'S FEES. For each Plan
                  Year, a Participant may elect to defer, as his or her Annual
                  Deferral Amount, Annual Base Salary, Bonus and/or Director's
                  Fees in the following percentages or dollar amounts for each
                  deferral elected:


                                      -7-
<Page>



<Table>
<Caption>
                 ------------------------------- ------------------ -----------
                           DEFERRAL                MINIMUM AMOUNT     MAXIMUM
                 <S>                             <C>                  <C>
                 ------------------------------- ------------------ -----------
                   Annual Base Salary                  N/A              75%
                 ------------------------------- ------------------ -----------
                   Bonus                               N/A              100%
                 ------------------------------- ------------------ -----------
                   Combined Annual Base Salary      $1,500.00           N/A
                   and Bonus
                 ------------------------------- ------------------ -----------
                   Directors Fees                   $1,500.00           100%
                 ------------------------------- ------------------ -----------
</Table>

                  If an election is made for less than stated minimum amounts,
                  or if no election is made, the amount deferred shall be zero.

         (b)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the first Plan Year of the Plan
                  itself, the minimum Annual Base Salary deferral shall be an
                  amount equal to the minimum set forth above, multiplied by a
                  fraction, the numerator of which is the number of complete
                  months remaining in the Plan Year and the denominator of which
                  is 12. Notwithstanding the foregoing, if a Participant first
                  becomes a Participant after the first day of a Plan Year, or
                  in the case of the first Plan Year of the Plan itself, the
                  maximum Annual Deferral Amount, with respect to Annual Base
                  Salary, Bonus and Directors Fees shall be limited to the
                  amount of compensation not yet earned by the Participant as of
                  the date the Participant submits a Plan Agreement and Election
                  Form to the Committee for acceptance.

3.2      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      FIRST PLAN YEAR. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable deferral election for the Plan Year
                  in which the Participant commences participation in the Plan,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the Election Form must be completed and signed by
                  the Participant, timely delivered to the Committee (in
                  accordance with Section 2.2 above) and accepted by the
                  Committee.

         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                  irrevocable deferral election for that Plan Year, and such
                  other elections as the Committee deems necessary, or desirable
                  under the Plan, shall be made by every participant by timely
                  delivery to the Committee, in accordance with its rules and
                  procedures, before the end of the Plan Year preceding the Plan
                  Year for which the election is made. If no such Election Form
                  is timely delivered for a Plan Year, the Annual Deferral
                  Amount shall be zero for that Plan Year.

3.3      WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Annual
         Base Salary portion of the Annual Deferral Amount shall be withheld
         from each regularly scheduled Annual Base Salary payroll period in
         equal amounts, as adjusted from time-to-time for increases and
         decreases in Annual Base Salary. The Bonus and/or Directors Fees
         portion of the Annual Deferral Amount shall be withheld at the time the
         Bonus or Directors Fees are, or otherwise would be paid, to the
         Participant.


                                      -8-
<Page>

3.4      CEO DISCRETIONARY AWARD AMOUNT. For each Plan Year, and at any time
         during a Plan Year, an Employer, in its sole discretion may, but is not
         required to, credit any amount it desires, subject to approval by the
         Company's Board, to any Participant's CEO Discretionary Award Account
         under this Plan. The amount so credited to a Participant may be smaller
         or larger than the amount credited to any other Participant, and the
         amount credited to any Participant for a Plan Year may be zero, even
         though one or more other Participants may receive a CEO Discretionary
         Award Amount for that Plan year. The Discretionary Award Amount, if
         any, shall be credited as of the date the Employer presents the
         Discretionary Award to the Participant.

3.5      ANNUAL COMPANY MATCHING AMOUNT. A Participant's Annual Company Matching
         Amount for any Plan Year shall be equal to 50% of the Participant's
         Annual Deferral Amount for such Plan Year, but limited to a total of 6%
         of the Participant's Annual Base Salary, reduced by the maximum amount
         of matching contribution that could have been allocated to the
         Participant under the Company 401(k) Plan for the year of the 401(k)
         Plan that corresponds to the Plan Year, determined as if the
         Participant had contributed the maximum amount that would have been
         permitted for contribution by the Participant. If a Participant is not
         employed by the Employer, or is no longer providing services as a
         Director, as of the last day of a Plan Year other than by reason of his
         or her Retirement, death or termination of employment in a Plan Year
         during which there is a Change in Control, the Annual Company Matching
         Amount for such plan shall be zero. In the event of Retirement,
         Disability, death or termination of employment in a Plan Year during
         which there is a Change in Control, a Participant shall be credited
         with the Annual Company Matching Amount for the Plan Year in which he
         or she Retires, becomes disabled, dies or terminates during a Plan Year
         in which there is a Change in Control.

3.6      INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
         authorized, upon written instructions received from the Committee or
         investment manager appointed by the Committee, to invest and reinvest
         the assets of the Trust in accordance with the applicable Trust
         Agreement, including the disposition of stock and reinvestment of the
         proceeds in one or more investment vehicles designated by the
         Committee.

3.7      VESTING.

         (a)      A Participant shall at all times be 100% vested in his or her
                  Deferral Account.

         (b)      A Participant shall be vested in his or her CEO Discretionary
                  Award Account as follows: (i) with respect to all benefits
                  under this Plan other than the Termination Benefit, a
                  Participant's vested CEO Discretionary Award Account shall
                  equal 100% of such Participant's CEO Discretionary Award
                  Account; and (ii) with respect to the Termination Benefit, the
                  Participant shall vest in each of his or her CEO Discretionary
                  Award Amounts, and earnings or losses credited or debited
                  thereon, on the earlier of: (iii) a date selected by the chief
                  executive officer of the Company; or (iv) the third (3rd)
                  anniversary of the date such Discretionary Award Amount was
                  first credited to his or her Discretionary Award Account

         (d)             A Participant shall at all times be 100% vested in his
                  or her Company Matching Account. Notwithstanding anything to
                  the contrary contained in this Section 3.7, in the event of a
                  Change in Control, a Participant's CEO Discretionary Award
                  Account shall


                                      -9-
<Page>

                  immediately become 100% vested (if it is not already vested in
                  accordance with the above vesting schedules).

                  Notwithstanding Section 3.7 and subsections 3.8(d), the
                  vesting schedule for a Participant's CEO Discretionary Award
                  Account shall not be accelerated to the extent that the
                  Committee determines that such acceleration would cause the
                  deduction limitations of Section 280G of the Code to become
                  effective. In the event that all of a Participant's Company
                  Matching Account is not vested pursuant to such a
                  determination, the Participant may request independent
                  verification of the Committee's calculations with respect to
                  the application of Section 280G. In such case, the Committee
                  must provide to the Participant within 15 business days of
                  such a request an opinion from a nationally recognized
                  accounting firm selected by the Company (the "Accounting
                  Firm"). The opinion shall state the Accounting Firm's opinion
                  that any limitation in the vested percentage hereunder is
                  necessary to avoid the limits of Section 280G and contain
                  supporting calculations. The cost of such opinion shall be
                  paid for by the Company.

                  Notwithstanding anything to the contrary contained in this
                  Plan if a Participant admits to, is convicted of or pleads no
                  contest to embezzlement or theft of company assets or property
                  such Participant shall forfeit all or a portion of his or her
                  Account Balance as determined by the Company in its sole
                  discretion.

3.8      CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:

         (a)      ELECTION OF MEASUREMENT FUNDS. A Participant, in connection
                  with his or her initial deferral election in accordance with
                  Section 3.2(a) above, shall elect, on the Election Form, one
                  or more Measurement Fund(s) (as described in Section 3.8(c)
                  below) to be used to determine the additional amounts to be
                  credited to his or her Account Balance for the first day in
                  which the Participant commences participation in the Plan and
                  continuing thereafter for each subsequent day in which the
                  Participant participates in the Plan, unless changed in
                  accordance with the next sentence. Commencing with the first
                  business day that follows the Participant's commencement of
                  participation in the Plan and continuing thereafter for each
                  subsequent day in which the Participant participates in the
                  Plan, the Participant may (but is not required to) elect, by
                  submitting an Election Form to the Committee that is accepted
                  by the Committee, to change the portion of his or her Account
                  Balance allocated to each previously elected Measurement Fund.
                  If an election is made in accordance with the previous
                  sentence, it shall apply to the next business day and continue
                  thereafter for each subsequent day in which the Participant
                  participates in the Plan, unless changed in accordance with
                  the previous sentence.

         (b)      PROPORTIONATE ALLOCATION. In making any election described in
                  Section 3.8(a) above, the Participant shall specify on the
                  Election Form, in increments of whole percentage points, the
                  percentage of his or her Account Balance to be allocated to a
                  Measurement Fund (as if the Participant was making an
                  investment in that Measurement Fund with that portion of his
                  or her Account Balance).


                                      -10-
<Page>

         (c)      MEASUREMENT FUNDS. The Participant may elect one or more
                  measurement funds (the "Measurement Funds") for the purpose of
                  crediting and/or debiting amounts to his or her Account
                  Balance. The available Measurement Funds will be selected by
                  the Committee, in its sole discretion, and communicated to
                  Participants in the enrollment materials or in periodic
                  notices.

                  As necessary, the Committee may, in its sole discretion,
                  discontinue, substitute or add a Measurement Fund.

         (d)      CREDITING OR DEBITING METHOD. The performance of each elected
                  Measurement Fund (either positive or negative) will be based
                  on the performance of the Measurement Funds themselves. A
                  Participant's Account Balance shall be credited or debited on
                  a daily basis based on the performance of each Measurement
                  Fund selected by the Participant as though (i) a Participant's
                  Account Balance were invested in the Measurement Fund(s)
                  selected by the Participant, in the percentages applicable to
                  such business day at the closing price on such date; (ii) the
                  portion of the Annual Deferral Amount that was actually
                  deferred during any day was invested in the Measurement
                  Fund(s) selected by the Participant no later than the close of
                  business on the first business day after the day on which such
                  amounts are actually deferred from the Participant's Annual
                  Base Salary through reductions in his or her payroll, at the
                  closing price on such date; and (iii) any distribution made to
                  a Participant that decreases such Participant's Account
                  Balance ceased being invested in the Measurement Fund(s), in
                  the percentages applicable to such day, no earlier than one
                  business day prior to the distribution, at the closing price
                  on such date. The Participant's Annual Company Matching Amount
                  shall be credited to his or her Company Matching Account for
                  purposes of this Section 3.8(d) as of the close of business on
                  the first business day in February of the Plan Year following
                  the Plan Year to which it relates.

         (e)      NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                  this Plan that may be interpreted to the contrary, the
                  Measurement Funds are to be used for measurement purposes
                  only, and a Participant's election of any such Measurement
                  Fund, the allocation to his or her Account Balance thereto,
                  the calculation of additional amounts and the crediting or
                  debiting of such amounts to a Participant's Account Balance
                  SHALL NOT be considered or construed in any manner as an
                  actual investment of his or her Account Balance in any such
                  Measurement Fund. In the event that the Company or the Trustee
                  (as that term is defined in the Trust), in its own discretion,
                  decides to invest funds in any or all of the Measurement
                  Funds, no Participant shall have any rights in or to such
                  investments themselves. Without limiting the foregoing, a
                  Participant's Account Balance shall at all times be a
                  bookkeeping entry only and shall not represent any investment
                  made on his or her behalf by the Company or the Trust; the
                  Participant shall at all times remain an unsecured creditor of
                  the Company.

3.9      FICA AND OTHER TAXES.

         (a)      ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
                  Deferral Amount is being withheld from a Participant, the
                  Participant's Employer(s) shall withhold from that portion of
                  the Participant's Annual Base Salary and Bonus that is not
                  being deferred, in a


                                      -11-
<Page>

                  manner determined by the Employer, the Participant's share of
                  FICA and other employment taxes on such Annual Deferral
                  Amount. If necessary, the Committee may reduce the Annual
                  Deferral Amount in order to comply with this Section 3.9.

         (b)      COMPANY MATCHING AMOUNTS AND CEO DISCRETIONARY AWARD AMOUNTS.
                  When a participant becomes vested in a portion of his or her
                  Company Matching Account and/or CEO Discretionary Award
                  Amount, the Employer shall withhold from the Participant's
                  Annual Base Salary and/or Bonus that is not deferred, in a
                  manner determined by the Employer, the Participant's share of
                  FICA and other employment taxes or such amount. If necessary,
                  the Committee may reduce the vested portion of the
                  Participant's Company Matching Account or CEO Discretionary
                  Award Amount, as the case may be, in order to comply with this
                  Section 3.9.

         (c)      DISTRIBUTIONS. The Employer, or the trustee of the Trust,
                  shall withhold from any payments made to a Participant under
                  this Plan all federal, state and local income, employment and
                  other taxes required to be withheld by the Employer, or the
                  trustee of the Trust, in connection with such payments, in
                  amounts and in a manner to be determined in the sole
                  discretion of the Employer and the trustee of the Trust.

                                    ARTICLE 4
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1      SHORT-TERM PAYOUT. In connection with each election to defer an Annual
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to such Annual
         Deferral Amount. Subject to the Deduction Limitation, the Short-Term
         Payout shall be a lump sum payment in an amount that is equal to the
         Annual Deferral Amount plus amounts credited or debited in the manner
         provided in Section 3.8 above on that amount, determined at the time
         that the Short-Term Payout becomes payable (rather than the date of a
         Termination of Employment). Subject to the Deduction Limitation and the
         other terms and conditions of this Plan, each Short-Term Payout elected
         shall be paid out as soon as administratively practicable after the
         last day of any Plan Year designated by the Participant that is at
         least two Plan Years after the Plan Year in which the Annual Deferral
         Amount is actually deferred. By way of example, if a two year
         Short-Term Payout is elected for Annual Deferral Amounts that are
         deferred in the Plan Year commencing January 1, 2001, the two year
         Short-Term Payout would become payable as soon as administratively
         possible after January 1, 2004.

4.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or debited thereon, that is subject to a
         Short-Term Payout election under Section 4.1 shall not be paid in
         accordance with Section 4.1, but shall be paid in accordance with the
         other applicable Article.

4.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a Participant and/or (ii) receive a partial or
         full payout from the Plan. The payout shall not exceed the lesser of
         the Participant's



                                      -12-
<Page>

         Account Balance, calculated as if such Participant were receiving a
         Termination Benefit, or the amount reasonably needed to satisfy the
         Unforeseeable Financial Emergency. If, subject to the sole discretion
         of the Committee, the petition for a suspension and/or payout is
         approved, suspension shall take effect upon the date of approval and
         any payout shall be made as soon as administratively practicable after
         the date of approval. The payment of any amount under this Section 4.3
         shall not be subject to the Deduction Limitation.

4.4      WITHDRAWAL ELECTION. A Participant (or, after a Participant's death,
         his or her Beneficiary) may elect, at any time, to withdraw all of his
         or her Account Balance, calculated as if there had occurred a
         Termination of Employment as of the day of the election, less a
         withdrawal penalty equal to 10% of such amount (the net amount shall be
         referred to as the "Withdrawal Amount"). This election can be made at
         any time, before or after Retirement, Disability, death or Termination
         of Employment, and whether or not the Participant (or Beneficiary) is
         in the process of being paid pursuant to an installment payment
         schedule. If made before Retirement, Disability or death, a
         Participant's Withdrawal Amount shall be his or her Account Balance
         calculated as if there had occurred a Termination of Employment as of
         the day of the election. No partial withdrawals of the Withdrawal
         Amount shall be allowed. The Participant (or his or her Beneficiary)
         shall make this election by giving the Committee advance written notice
         of the election in a form determined from time-to-time by the
         Committee. The Participant (or his or her Beneficiary) shall be paid
         the Withdrawal Amount as soon as administratively possible after his or
         her election. Once the Withdrawal Amount is paid, the Participant's
         participation in the Plan shall terminate and the Participant shall not
         be eligible to participate in the Plan for the remainder of the Plan
         Year in which the Withdrawal Amount is paid and the following Plan
         Year. The payment of this Withdrawal Amount shall not be subject to the
         Deduction Limitation.

                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1      RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
         who Retires shall receive, as a Retirement Benefit, his or her Account
         Balance.

5.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method ranging from 2 to 10 years.
         The Participant may annually change his or her election to an allowable
         alternative payout period by submitting a new Election Form to the
         Committee, provided that any such Election Form is submitted at least 1
         year prior to the Participant's Retirement and is accepted by the
         Committee in its sole discretion. The Election Form most recently
         accepted by the Committee shall govern the payout of the Retirement
         Benefit. If a Participant does not make any election with respect to
         the payment of the Retirement Benefit, then such benefit shall be
         payable in a lump sum. The lump sum payment shall be made, or
         installment payments shall commence as soon as administratively
         practicable after the last day of the Plan Year in which the
         Participant Retires. Any payment made shall be subject to the Deduction
         Limitation.

5.3      DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
         after Retirement, but before the Retirement Benefit is paid in full,
         the Participant's unpaid Retirement Benefit



                                      -13-
<Page>


         payments shall continue and shall be paid to the Participant's
         Beneficiary (a) over the remaining number of years and in the same
         amounts as that benefit would have been paid to the Participant had the
         Participant survived, or (b) in a lump sum, if requested by the
         Beneficiary and allowed in the sole discretion of the Committee, that
         is equal to the Participant's unpaid remaining Account Balance.

                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1      PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
         the Participant's Beneficiary shall receive a Pre-Retirement Survivor
         Benefit equal to the Participant's Account Balance if the Participant
         dies before he or she Retires, experiences a Termination of Employment,
         or suffers a Disability.

6.2      PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. The Pre-Retirement Survivor
         Benefit shall be payable in a lump sum. Despite the foregoing, if the
         Participant's Account Balance at the time of his or her death is more
         than $100,000, payment of the Pre-Retirement Survivor Benefit may be
         made in the sole discretion of the Committee, pursuant to an Annual
         Installment Method over 3 years. The lump sum payment shall be made, or
         installment payments shall commence as soon as administratively
         practicable after the last day of the Plan Year in which the Committee
         is provided with proof that is satisfactory to the Committee of the
         Participant's death. Any payment made shall be subject to the Deduction
         Limitation.



                                      -14-
<Page>

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1      TERMINATION BENEFIT. Subject to the Deduction Limitation, the
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's vested Account Balance if a Participant
         experiences a Termination of Employment prior to his or her Retirement,
         death or Disability.

7.2      PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be
         payable in a lump sum if the Participant's Account Balance is less
         than, or equal to $100,000. If the Participant's Account Balance at the
         time of his or her Termination of Employment is greater than that
         amount, payment of the Termination of Employment Benefit shall be made
         pursuant to an Annual Installment Method over 3 years. Despite the
         foregoing, in the sole discretion of the Committee, a lump sum payment
         may be made in lieu of the Annual Installment method. The lump sum
         payment shall be made, or installment payments shall commence, as soon
         as administratively practicable after the Participant's Termination of
         Employment. Any payment made shall be subject to the Deduction
         Limitation.


                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1      DISABILITY WAIVER.

         (a)      WAIVER OF DEFERRAL. A Participant who is determined by the
                  Committee to be suffering from a Disability and is receiving
                  less than 100% of current Annual Base Salary shall be excused
                  from fulfilling that portion of the Annual Deferral Amount
                  commitment that would otherwise have been withheld from a
                  Participant's Annual Base Salary, Bonus and/or Directors Fees
                  for the Plan Year during which the Participant first suffers a
                  Disability. During the period of Disability, the Participant
                  shall not be allowed to make any additional deferral
                  elections, but will continue to be considered a Participant
                  for all other purposes of this Plan.

         (b)      RETURN TO WORK. If a Participant returns to employment, or
                  service as a Director, with an Employer, after a Disability
                  ceases, the Participant may elect to defer an Annual Deferral
                  Amount for the Plan Year following his or her return to
                  employment or service and for every Plan Year thereafter while
                  a Participant in the Plan; provided such deferral elections
                  are otherwise allowed and an Election Form is delivered to,
                  and accepted by, the Committee for each such election in
                  accordance with Section 3.2 above.

8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed, or in the service of the Employer as a
         Director, and shall be eligible for the benefits provided for in
         Articles 4, 5, 6 or 7 in accordance with the provisions of those
         Articles.



                                      -15-
<Page>

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1      BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as, or different from, the Beneficiary
         designation under any other plan of the Employer in which the
         Participant participates.

9.2      BENEFICIARY DESIGNATION; CHANGE. A Participant shall designate his or
         her Beneficiary by completing and signing the Beneficiary Designation
         Form, and returning it to the Committee or its designated agent. A
         Participant shall have the right to change a Beneficiary by completing,
         signing and otherwise complying with the terms of the Beneficiary
         Designation Form and the Committee's rules and procedures, as in effect
         from time-to-time. Upon acceptance by the Committee of a new
         Beneficiary Designation Form, all Beneficiary designations previously
         filed shall be canceled. The Committee shall be entitled to rely on the
         last Beneficiary Designation Form filed by the Participant and accepted
         by the Committee prior to his or her death.

9.3      ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received in writing by the
         Committee or its designated agent.

9.4      NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the Participant's estate.

9.5      DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Employer to withhold such payments until this matter is resolved to
         the Committee's satisfaction.

9.6      DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge the Employer and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the Employer
         for any reason to take a paid leave of absence from the employment of
         the Employer, the Participant shall continue to be considered employed
         by the Employer and the Annual Deferral Amount shall continue to be
         withheld during such paid leave of absence in accordance with Section
         3.3.

10.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Employer
         for any reason to take an unpaid leave of absence from the employment
         of the Employer, the Participant shall continue



                                      -16-
<Page>

         to be considered employed by the Employer and the Participant shall be
         excused from making deferrals until the earlier of the date the leave
         of absence expires, or the Participant returns to a paid employment
         status. Upon such expiration or return, deferrals shall resume for the
         remaining portion of the Plan Year in which the expiration or return
         occurs, based on the deferral election, if any, made for that Plan
         Year. If no election was made for that Plan Year, no deferral shall be
         withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1     TERMINATION. Although the Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         the Employer will continue the Plan, or will not terminate the Plan at
         any time in the future. Accordingly, the Employer reserves the right to
         discontinue its sponsorship of the Plan and/or to terminate the Plan at
         any time with respect to any, or all, of its participating Employees
         and Directors. Upon the termination of the Plan with respect to the
         Employer, the Plan Agreements of the affected Participants who are
         employed by the Employer, or in the service of that Employer as
         Directors, shall terminate and their Account Balances, determined as if
         they had experienced a Termination of Employment on the date of Plan
         termination or, if Plan termination occurs after the date upon which a
         Participant was eligible to Retire, then with respect to that
         Participant as if he or she had Retired on the date of Plan
         termination, shall be paid to the Participants as follows: Prior to a
         Change in Control, if the Plan is terminated with respect to all of its
         Participants, the Employer shall have the right, in its sole
         discretion, and notwithstanding any elections made by the Participant,
         to pay such benefits in a lump sum or pursuant to an Annual Installment
         Method of up to 10 years, with amounts credited and debited during the
         installment period as provided herein. If the Plan is terminated with
         respect to less than all of its Participants, the Employer shall be
         required to pay such benefits in a lump sum. After a Change in Control,
         the Employer shall be required to pay such benefits in a lump sum. The
         termination of the Plan shall not adversely affect any Participant or
         Beneficiary who has become entitled to the payment of any benefits
         under the Plan as of the date of termination; provided however, that
         the Employer shall have the right to accelerate installment payments
         without a premium or prepayment penalty by paying the remaining Account
         Balance in a lump sum.

11.2     AMENDMENT. The Employer reserves the right to amend any provisions of
         the Plan at any time without the consent of the Participant or any
         Beneficiary; provided however, that without a Participant's prior
         written consent, no such amendment shall impair, or adversely affect,
         the rights of any Participant or Beneficiary with respect to either any
         amounts deferred or contributions made or authorized before such
         amendment is made by the Employer or any earnings on such amounts
         credited to a Participant's Account Balance before such amendment. In
         no event will an amendment or modification of this Section 11.2, 11.3
         or Section 12.2 of the Plan be effective with respect to amounts
         credited to the Participant's Account Balance prior to the amendment,
         or earnings credited thereafter.

11.3     PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend, or
         terminate, such provisions with the written consent of the Participant.


                                      -17-
<Page>

11.4     EFFECT OF PAYMENT. The full payment of the applicable benefit under
         Articles 4, 5, 6, 7, 8 or 11 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1     COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
         Plan shall be administered by the Compensation Committee
         ("Committee")of the Company. Members of the Committee may be
         Participants under this Plan. The Committee shall be the
         "Administrator" of the Plan. As Administrator, the Committee shall also
         have the discretion and authority to (i) make, interpret, and enforce
         all appropriate rules and regulations for the administration of this
         Plan and (ii) decide or resolve any and all questions including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant, or the Company.

12.2     ADMINISTRATION UPON CHANGE IN CONTROL. Upon and after the occurrence of
         a Change in Control, all the responsibilities of the Committee, except
         the investment of Trust Assets, shall be transferred to an independent
         third party selected by the Trustee and approved by the individual who,
         immediately prior to such event, was the Company's Chief Executive
         Officer (the "Ex-CEO"). The independent third party shall have the
         discretionary power to determine all questions arising in connection
         with the administration of the Plan and the interpretation of the Plan
         and Trust including, but not limited to benefit entitlement
         determinations; provided however, upon and after the occurrence of a
         Change in Control, the independent third party shall have no power to
         direct the investment of Plan or Trust assets, or select any investment
         manager or custodial firm for the Plan or Trust. These investment
         powers/responsibilities shall remain with the Committee. Upon and after
         the occurrence of a Change in Control, the Company must: (1) pay all
         reasonable administrative expenses and fees of the independent third
         party; (2) indemnify the independent third party against any costs,
         expenses and liabilities including, without limitation, attorney's fees
         and expenses arising in connection with the performance of the
         independent third party hereunder, except with respect to matters
         resulting from the gross negligence, or willful misconduct, of the
         independent third party or its employees or agents; and (3) supply full
         and timely information to the independent third party on all matters
         relating to the Plan, the Trust, the Participants and their
         Beneficiaries, the Account Balances of the Participants, the date of
         circumstances of the Retirement, Disability, death or Termination of
         Employment of the Participants, and such other pertinent information as
         the independent third party may reasonably require. Upon and after a
         Change in Control, the independent third party may be terminated (and a
         replacement appointed) by the Trustee only with the approval of the
         Ex-CEO. If the Ex-CEO is not living or cannot be located or is
         incapacitated, the duties of the Ex-CEO shall default first to the
         Chief Operating Officer, if capable, if not, then the Chief Financial
         Officer if capable, and if not, then the Corporate Secretary, in each
         case meaning the individual last holding such office before the Change
         in Control. The Trustee shall make the determination



                                      -18-
<Page>

         of capacity. Upon and after a Change in Control, the independent third
         party so selected may not be terminated by the Company.

12.3     AGENTS. In the administration of this Plan, the Committee may, from
         time-to-time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time-to-time consult with counsel who may
         be counsel to the Employer.

12.4     BINDING EFFECT OF DECISIONS. The Administrator shall be vested with
         sole discretionary authority (i) to construe and interpret the Plan,
         its Trust, and related Plan documents (collectively referred to as
         "Documents"), their terms, and any rules and regulations promulgated
         thereunder, including but not limited to resolving ambiguities,
         inconsistencies and omissions, (ii) to construe and interpret the
         Federal and state laws and regulations that relate to the Documents,
         (iii) to decide all factual questions arising in connection with the
         Documents, and (iv) to decide all other questions arising in connection
         with the Documents, including but not limited to, determinations of
         eligibility, entitlement to benefits, and vesting. All findings of the
         Plan Administrator shall be final and shall be binding and conclusive
         upon all persons having any interest in the Plan and Trust.

12.5     INDEMNITY OF COMMITTEE. The Employer shall indemnify and hold harmless
         the members of the Committee, any Employee to whom the duties of the
         Committee may be delegated, and the Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan, except in the case
         of willful misconduct by the Committee, any of its members, any such
         Employee, or the Administrator.

12.6     EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
         perform its functions, the Company and the Employer shall supply full
         and timely information to the Committee and/or Administrator, as the
         case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or circumstances of the Retirement, Disability, death or
         Termination of Employment of its Participants, and such other pertinent
         information as the Committee or Administrator may reasonably require.



                                      -19-
<Page>

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Employer. The Plan shall
         supplement and shall not supersede, modify or amend any other such plan
         or program except as may otherwise be expressly provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. The claim must state with particularity the
         determination desired by the Claimant.

14.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, and shall notify the Claimant in
         writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                  (i)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (ii)     specific reference(s) to pertinent provisions of the
                           Plan upon which such denial was based;

                  (iii)    a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary; and

                  (iv)     an explanation of the claim review procedure set
                           forth in Section 14.3 below.

14.3     REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

         (a)      may review pertinent documents;

         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

14.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held


                                      -20-
<Page>

         or other special circumstances require additional time, in which case
         the Committee's decision must be rendered within 120 days after such
         date. Such decision must be written in a manner calculated to be
         understood by the Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based; and

         (c)      such other matters as the Committee deems relevant.

14.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 14 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.

                                   ARTICLE 15
                                      TRUST

15.1     ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and
         the Employer shall at least annually transfer over to the Trust such
         cash and/or cash equivalent assets that are equal in amount to the
         increase in each Participant's Deferral Account Balance for the
         preceding twelve (12) month period. In addition, the Employer shall at
         least annually transfer over to the Trust such additional assets as the
         Employer determines, in its sole discretion, are necessary to provide,
         on a present value basis, for its respective future liabilities created
         with respect to the Annual Deferral Amounts, CEO Discretionary Award
         Amounts, and Company Matching Amounts for Employer's Participants for
         all periods prior to the transfer, as well as any debits and credits to
         the Participants' Account Balances for all periods prior to the
         transfer, taking into consideration the value of the assets in the
         trust at the time of the transfer. As soon as administratively
         practicable following a Change in Control, the Company shall transfer
         over to the Trust a sufficient amount of cash and/or cash equivalent
         assets so that the liquidation value of the Trust's cash and/or cash
         equivalent assets are at least equal to the sum of all Account Balances
         under the Plan which Account Balances shall include any Company
         Matching Amounts that have accrued during the Plan Year in which the
         Change in Control occurred.

15.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employer, Participants and the creditors
         of the Employer to the assets transferred to the Trust. The Employer
         shall at all times remain liable to carry out its obligations under the
         Plan.

15.3     DISTRIBUTIONS FROM THE TRUST. The Employer's obligations under the Plan
         may be satisfied with Trust assets distributed pursuant to the terms of
         the Trust, and any such distribution shall reduce the Employer's
         obligations under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS


                                      -21-
<Page>


16.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of the Employer. For
         purposes of the payment of benefits under this Plan, any and all of the
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. The Employer's obligation under
         the Plan shall be merely that of an unfunded and unsecured promise to
         pay money in the future.

16.3     EMPLOYER'S LIABILITY. The Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. The Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     NONASSIGNABILITY. Neither a Participant, nor any other person, shall
         have any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's, or any other person's, bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

16.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between the
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time, for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of the Employer, either as an
         Employee or a Director, or to interfere with the right of the Employer
         to discipline or discharge the Participant at any time.

16.6     FURNISHING INFORMATION. A Participant, or his or her Beneficiary, will
         cooperate with the Committee by furnishing any, and all information,
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to, taking
         such physical examinations as the Committee may deem necessary.

16.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.



                                      -22-
<Page>

16.8     CAPTIONS. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

16.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of California without regard to its conflicts of laws principles.

16.10    NOTICE. Any notice or filing required, or permitted, to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                         Compensation Committee
                         ---------------------------------------------
                         Attention: Compensation and Benefits Manager
                         ---------------------------------------------
                         PETCO Animal Supplies, Inc.
                         ---------------------------------------------
                         9125 Rehco Road
                         ---------------------------------------------
                         San Diego, CA  92121
                         ---------------------------------------------

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

16.11    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of the Employer and its successors and assigns and the
         Participant and the Participant's designated Beneficiaries.

16.12    VALIDITY. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.13    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative, or person having the
         care and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

16.14    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the Administrator
                  after a Change in Control, for a distribution of that portion
                  of his or her benefit that has become taxable. Upon the grant
                  of such a petition, which grant shall not be unreasonably
                  withheld (and, after a Change in Control, shall be granted),
                  the Employer shall distribute to the Participant


                                      -23-
<Page>

                  immediately available funds in an amount equal to the taxable
                  portion of his or her benefit (which amount shall not exceed a
                  Participant's unpaid Account Balance under the Plan). If the
                  petition is granted, the tax liability distribution shall be
                  made within 90 days of the date when the Participant's
                  petition is granted. Such a distribution shall affect and
                  reduce the benefits to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with its terms,
                  and benefits are distributed from the Trust to a Participant
                  in accordance therewith, the Participant's benefits under this
                  Plan shall be reduced to the extent of such distributions.

16.17    INSURANCE. The Employer, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employer or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employer shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company, or companies, to whom the Employer has applied for
         insurance.

16.18    LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
         the Employer is aware that upon the occurrence of a Change in Control,
         the Board, or the board of directors of the Employer (which might then
         be composed of new members), or a shareholder of the Company or the
         Employer, or of any successor corporation might then cause or attempt
         to cause the Company, the Employer or such successor to refuse to
         comply with its obligations under the Plan and might cause or attempt
         to cause the Company or the Employer to institute, or may institute,
         litigation seeking to deny Participants the benefits intended under the
         Plan. In these circumstances, the purpose of the Plan could be
         frustrated. Accordingly, if, following a Change in Control, it should
         appear to any Participant that the Company, the Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer or any other person takes any action to declare the Plan void
         or unenforceable or institutes any litigation or other legal action
         designed to deny, diminish or to recover from any Participant the
         benefits intended to be provided, then the Company and the Employer
         irrevocably authorize such Participant to retain counsel of his or her
         choice at the expense of the Company and the Employer (who shall be
         jointly and severally liable) to represent such Participant in
         connection with the initiation or defense of any litigation or other
         legal action, whether by or against the Company, the Employer or any
         director, officer, shareholder or other person affiliated with the
         Company, the Employer or any successor thereto in any jurisdiction.



                                      -24-
<Page>

IN WITNESS WHEREOF, the Company has signed this Plan document as of this ___ day
of ________, 2000.


                            "Company"
                            PETCO Animal Supplies, Inc., a Delaware  corporation



                            By:
                                ----------------------------------
                            Title:
                                  --------------------------------



                                      -25-