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                               RETENTION AGREEMENT


THIS RETENTION AGREEMENT ("Agreement") is effective as of ___________, by and
between PETCO Animal Supplies, Inc. ("PETCO") and ______________ ("Employee").

         A.       EMPLOYEE is currently employed by PETCO. If the employment is
                  pursuant to an Offer Letter of Employment ("Offer Letter"), a
                  copy of the Offer Letter is attached hereto as Exhibit 1.

         B.       Although PETCO presently anticipates no Change in Control, the
                  Board of Directors wishes to plan for such a possibility and
                  to ensure EMPLOYEE's continued dedication and efforts in such
                  event without undue concern for personal, financial and
                  employment security.

         C.       The parties hereto desire to fulfill the above purpose
                  according to the terms set forth in this Agreement.


                                    AGREEMENT

In consideration of the mutual covenants set forth in this Agreement and other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1.       DEFINITIONS. The following words and phrases as used in this Agreement
         shall have the following respective meanings.

         a.       CAUSE. A termination of employment for "Cause" is a
                  termination precipitated by EMPLOYEE's:

                    (i)    failure to substantially perform EMPLOYEE's duties
                           with PETCO (other than due to incapacity resulting
                           from physical or mental illness), which failure has
                           continued for at least 30 days following receipt by
                           EMPLOYEE of written notice specifying the failure to
                           substantially perform,

                   (ii)    engagement in conduct that is demonstrably and
                           materially injurious to PETCO, monetarily or
                           otherwise, which injurious conduct has continued for
                           at least 30 days following EMPLOYEE's receipt of
                           written notice specifying the injurious conduct and
                           offering EMPLOYEE the opportunity to explain the
                           conduct to the President/Chief Executive Officer; or

                  (iii)    a material breach by Employee of any provision of
                           this Agreement or the Offer Letter.

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         b.       CHANGE IN CONTROL. A "Change in Control" shall be deemed to
                  occur:

                  (i)      if any person or entity other than persons or
                           entities currently owning more than five percent of
                           PETCO's securities is or becomes the "beneficial
                           owner" (as defined in rule 13d-3 of the Securities
                           Exchange Act of 1934), directly or indirectly, of
                           securities of PETCO representing 50% or more of the
                           combined voting power of PETCO's then outstanding
                           securities;

                  (ii)     upon the approval by PETCO's stockholders and the
                           consummation of a Transaction; or

                  (iii)    if, during any period, members of the Incumbent Board
                           cease for any reason to constitute at least a
                           majority of the Board.

                  Notwithstanding the foregoing, a Change in Control pursuant to
                  subparagraphs (ii) and (iii) above shall not be deemed to
                  occur if immediately following the consummation of a
                  Transaction or other event approved by the Incumbent Board,
                  holders of PETCO's voting securities immediately prior to a
                  Transaction either continue to own at least 50% of the
                  combined voting power of PETCO's then outstanding voting
                  securities if PETCO survives the Transaction or then own
                  voting securities representing at least 50% of the combined
                  voting power of each surviving entity after a Transaction.

         c.       GOOD REASON. Termination of employment by EMPLOYEE for "Good
                  Reason" is a termination of employment due to the occurrence
                  of any one of the following events or conditions:

                  (i)      a material change in EMPLOYEE's status, title,
                           position or responsibilities which in the EMPLOYEE's
                           reasonable judgment represents a substantial
                           reduction of the status, title, position or
                           responsibilities in effect immediately prior to the
                           change;

                  (ii)     the assignment of EMPLOYEE to a position which
                           requires EMPLOYEE to relocate permanently to a site
                           outside of San Diego County;

                  (iii)    assigning EMPLOYEE any duties or responsibilities
                           (other than due to a promotion) which in the
                           EMPLOYEE's reasonable judgment are inconsistent with
                           his/her status, title, position or responsibilities;

                  (iv)     any removal of EMPLOYEE from or failure to reappoint
                           or reelect EMPLOYEE to his/her previously held
                           position, except in connection with a promotion, the
                           termination of employment for Cause, as a result of
                           permanent disability (as determined by EMPLOYEE's
                           eligibility to receive disability benefits under any
                           long-term disability plan PETCO may then

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                           have in effect), as a result of EMPLOYEE's death, or
                           by EMPLOYEE other than for Good Reason; or

                  (v)      any material breach by PETCO of any provision of this
                           Agreement or the Offer Letter.

         d.       INCUMBENT BOARD. The "Incumbent Board" consists of the members
                  of the Board of Directors of PETCO as of the date of this
                  Agreement, to the extent they continue to serve as Board
                  members and any individual who becomes a Board member after
                  the date of this Agreement if (i) his or her election or
                  nomination as a director was approved by a vote of at least
                  two-thirds of the then Incumbent Board and such person does
                  not own more than 20% of PETCO's securities, or (ii) such
                  individual is a representative of an institutional investor
                  that either owns less than 20% of PETCO's securities or was
                  represented on the Board as of the date of this Agreement.

         e.       SEVERANCE PERIOD. The "Severance Period" is the twelve-month
                  period beginning on the date of termination of EMPLOYEE's
                  employment or such longer period as offered by the acquiring
                  company consistent with acquiring company's policies and
                  practices or industry practices at that time.

         f.       TRANSACTION. A "Transaction" means a merger or consolidation,
                  reorganization, distribution of assets to stockholders by
                  spin-off, split-up or otherwise, a sale or disposition of all
                  or substantially all of PETCO's assets or a liquidation or
                  dissolution of PETCO.

2.       AT-WILL EMPLOYMENT. Notwithstanding any of the provisions in the
         Agreement, EMPLOYEE and PETCO understand and expressly agree that
         EMPLOYEE's employment is not for a specified term and that, other than
         during the first year following a Change in Control, EMPLOYEE's
         employment may be terminated by PETCO or by EMPLOYEE at any time, with
         or without notice, and with or without cause. EMPLOYEE and PETCO
         expressly agree that this provision is intended by EMPLOYEE and PETCO
         to be the complete and final expression of their understanding
         regarding the terms and conditions under which EMPLOYEE's employment
         may be terminated. EMPLOYEE and PETCO further understand and agree that
         no representation contrary to this provision is valid, and that this
         provision may not be augmented, contradicted or modified in any way,
         except by a writing signed by EMPLOYEE and PETCO's president.

3.       SEVERANCE

         a.       EMPLOYEE shall be entitled to receive from PETCO severance
                  benefits in the amount provided in subsection b, below, if in
                  connection with a Change in Control or within one year after a
                  Change in Control, EMPLOYEE's employment with PETCO is
                  terminated; provided, however, that EMPLOYEE will not be
                  entitled to any severance benefits if EMPLOYEE's termination
                  of employment is


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                  (i) for Cause, (ii) by reason of permanent disability (as
                  determined by EMPLOYEE's eligibility to receive
                  disability benefits under any long-term disability plan
                  PETCO may then have in effect), (iii) initiated by
                  EMPLOYEE for other than Good Reason or (iv) by reason of
                  EMPLOYEE's death. Notwithstanding any other provision of
                  this Agreement, the consummation of a Transaction in
                  itself shall not be deemed a termination of employment
                  entitling EMPLOYEE to severance benefits hereunder even
                  if such event results in EMPLOYEE being employed by a
                  different entity which assumes PETCO's obligations under
                  this Agreement.

         b.       If EMPLOYEE's services are terminated, entitling EMPLOYEE to
                  severance benefits pursuant to subsection a, above, EMPLOYEE
                  shall be entitled to the following benefits:

                  (i)      During the Severance Period, PETCO shall continue to
                           pay to EMPLOYEE base salary, less applicable
                           withholding, at the rate and according to the payment
                           schedule in place immediately prior to the
                           termination of employment.

                  (ii)     During the Severance Period, PETCO shall continue on
                           behalf of EMPLOYEE (and EMPLOYEE's dependents and
                           beneficiaries) life insurance, disability insurance,
                           and medical, dental, and automobile benefits, if any,
                           which were being provided to EMPLOYEE at the time of
                           termination of employment and the expense shall be
                           allocated between PETCO and EMPLOYEE on the same
                           basis as prior to the date of termination of
                           employment. The period of time during which such
                           payments and continuation of coverage shall occur
                           under this paragraph will run concurrently with any
                           separate period of time during which the law requires
                           continuation coverage. The benefits provided pursuant
                           to this subsection shall be no less favorable to
                           EMPLOYEE than the coverage provided to EMPLOYEE under
                           the plans providing such benefits at the time notice
                           of termination was given to EMPLOYEE. The obligation
                           of PETCO under this subsection shall be limited to
                           the extent that EMPLOYEE obtains any such benefits
                           pursuant to a subsequent employer's benefit plans, in
                           which case PETCO may reduce the coverage of any
                           benefits it is required to provide EMPLOYEE under
                           this subsection, as long as the aggregate coverage of
                           the combined benefit plans is no less favorable to
                           EMPLOYEE, in terms of amounts and deductibles and
                           costs to EMPLOYEE, than the coverage required to be
                           provided under this subsection. This subsection shall
                           not be interpreted so as to limit any benefits to
                           which EMPLOYEE (or EMPLOYEE's dependents or
                           beneficiaries) are entitled under any of PETCO's
                           employee benefit plans, programs or practices
                           following EMPLOYEE's date of termination of
                           employment. The provision of continued benefits to
                           EMPLOYEE under this subsection shall not deprive
                           EMPLOYEE of any

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                           independent statutory right to continue benefits
                           coverage pursuant to sections 601 through 606 of
                           the Employee Retirement Income Security Act of
                           1974, as amended; and

                  (iii)    On the date of termination of employment, PETCO shall
                           pay EMPLOYEE an amount equal to the bonus, if any,
                           EMPLOYEE would have received had EMPLOYEE remained in
                           PETCO's employment during the Severance Period. For
                           purposes of this paragraph, the bonus is calculated
                           as the greater of the prorata bonus norm or actual
                           bonus earned.

                  (iv)     The above provisions set forth the minimum severance
                           benefits and do not prohibit better severance
                           benefits being offered that are consistent with the
                           acquiring company's policies and practices or
                           industry practices at that time.

                  (v)      Nothing in this Retention Agreement is meant to
                           prohibit an employee from continuing to contribute to
                           his or her 401(k) plan during the Severance Period.

4.       ACCELERATION OF OPTIONS. Pursuant to the authority granted to the Board
         Committee under Section 4.7 of PETCO's amended and restated 1994 Stock
         Option Plan (the "Plan"), in the event of the occurrence of a Change in
         Control, all of EMPLOYEE's rights to exercise option(s) granted under
         the Plan and held by EMPLOYEE at the time of the Change in Control
         shall immediately vest resulting in these option(s) becoming
         immediately exercisable for the period specified in the section of the
         respective option(s) relating to vesting of options, if the period
         specified is less than three months, then three months after which time
         the option(s) shall expire.

5.       TERM OF AGREEMENT. This Agreement shall continue in full force and
         effect until terminated as provided in this section. This Agreement
         shall terminate on the earlier of:

         a.       July 31st of a year after 1996, if the Board of Directors by
                  the affirmative vote of a majority of its members prior to May
                  1 of such year and prior to the occurrence or consideration of
                  a specific Change in Control, has voted to terminate this
                  Agreement; or

         b.       if EMPLOYEE's services are terminated prior to the occurrence
                  of a Change in Control or after the first anniversary of a
                  Change in Control, the date of such termination of services;

         c.       if EMPLOYEE's services are terminated upon or within the first
                  year following a Change in Control under circumstances where
                  EMPLOYEE would not be entitled to severance benefits pursuant
                  to this Agreement, the date of such termination of services;
                  or

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         d.       after a Change in Control, the date on which any successor to
                  PETCO has performed all of its obligations under Section 3 of
                  this Agreement and EMPLOYEE has performed all of EMPLOYEE's
                  obligations under Section 3 of this Agreement.

6.       AGREEMENT NOT TO USE TRADE SECRETS.

         a.       TRADE SECRETS IN GENERAL. During the course of EMPLOYEE's
                  employment, EMPLOYEE will have access to various trade secrets
                  of PETCO. A "Trade Secret" is information, which is not
                  generally known to the public and, as a result, is of economic
                  benefit to PETCO in the conduct of its business. EMPLOYEE and
                  PETCO agree that Trade Secrets shall include, but not be
                  limited to, all information developed or obtained by PETCO,
                  comprising the following items, whether or not such items have
                  been reduced to tangible form (e.g., physical writing): all
                  methods, technics, processes, ideas, trade names, service
                  marks, slogans, forms, customer lists, pricing structures,
                  menus, business forms, recipes, formulas, marketing programs
                  and plans, layout and design, financial structure, operational
                  methods and tactics, cost information, the identity of
                  suppliers or customers of PETCO, customer lists, accounting
                  procedures, databases, and any document, record or other
                  information of PETCO relating to the above. Trade Secrets
                  include not only information belonging to PETCO which existed
                  before the date of this Agreement, but also information
                  developed by EMPLOYEE or PETCO or PETCO's employees during the
                  term of this Agreement and thereafter.

         b.       RESTRICTION ON USE OF TRADE SECRETS. EMPLOYEE agrees that
                  EMPLOYEE's use of trade secrets is subject to the following
                  restrictions during the term of this Agreement and for an
                  indefinite period thereafter, so long as the Trade Secrets
                  have not become generally known to the public.

                  (i)      NON-DISCLOSURE. EMPLOYEE will not publish or
                           disclose, or allow to be published or disclosed,
                           Trade Secrets to any person who is not an employee of
                           PETCO unless such disclosure is necessary for the
                           performance of EMPLOYEE's obligations under this
                           Agreement. Disclosure to someone who is not an
                           employee of PETCO must first be authorized in writing
                           by PETCO's president.

                  (ii)     NON-REMOVAL. EMPLOYEE will not remove any Trade
                           Secrets from the office of PETCO or the premises of
                           any facility in which PETCO is performing services,
                           or allow such removal, unless permitted in writing by
                           PETCO's president.

                  (iii)    PROHIBITION AGAINST UNFAIR COMPETITION. At any time
                           after the termination of EMPLOYEE's employment with
                           PETCO for any reason, EMPLOYEE will not engage in
                           competition with PETCO while making use of the Trade
                           Secrets of PETCO.

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         c.       SOLICITATION OF EMPLOYEES. EMPLOYEE will be called upon to
                  work closely with employees of PETCO in performing services
                  under this Agreement. EMPLOYEE expressly agrees that EMPLOYEE
                  will not, during EMPLOYEE's employment with PETCO and for one
                  year thereafter, solicit or take away any employee of PETCO.
                  In addition, all information about such employees which
                  becomes known to EMPLOYEE during the course of EMPLOYEE's
                  employment with PETCO, and which is not otherwise known to the
                  public, is a Trade Secret of PETCO and shall not be used by
                  EMPLOYEE in soliciting or taking away employees of PETCO at
                  any time during or after termination of EMPLOYEE's employment
                  with PETCO.

         d.       COMPETITION DURING EMPLOYMENT. During EMPLOYEE's employment
                  with PETCO, EMPLOYEE will not render services or give advice
                  to, affiliate with (as employee, partner, consultant or
                  otherwise) or invest or acquire any interest in, in whole or
                  in significant part, any other person or organization which is
                  engaged in or about to become engaged in franchising,
                  developing, owning or operating a retail store specializing in
                  pet food supplies and/or services (a "Conflicting
                  Organization"). EMPLOYEE shall not, however, be prohibited
                  from investing in securities of any Conflicting Organization
                  that is listed on a national securities exchange or traded on
                  the NASDAQ stock market, providing that EMPLOYEE does not own,
                  or have the right to acquire, more than three percent of the
                  outstanding voting securities of such company.

         e.       RETURN OF PROPERTY. Upon the termination of EMPLOYEE's
                  employment for any reason, EMPLOYEE shall immediately deliver
                  to PETCO all originals and copies of documents, records,
                  computer disks, hard copy printouts of computer disks,
                  software programs, keys, security access cards, credit cards,
                  financial information, procedures, proposals, reports,
                  computers, and other items and information within EMPLOYEE's
                  possession or control, belonging to PETCO or in any way
                  related to the business of PETCO or the services EMPLOYEE
                  performed for PETCO, including, but not limited to, any and
                  all of PETCO's Trade Secrets.

         f.       VIOLATIONS OF TRADE SECRETS, SOLICITATION, COMPETITION CLAUSES
                  AND/OR RETURN OF PROPERTY. EMPLOYEE agrees and acknowledges
                  that the violation of any of the provisions contained in
                  Section 6 would cause irreparable injury to PETCO, that the
                  remedy at law for any violation or threatened violation
                  thereof would be inadequate and PETCO shall be entitled to
                  temporary and permanent injunctive or other equitable relief
                  without the necessity of proving actual damages. EMPLOYEE
                  agrees that such relief shall be available in a court of law
                  regardless of the arbitration provision contained in Section
                  14 of this Agreement. In any proceeding by PETCO to enforce
                  any of the provisions contained in Section 6, the prevailing
                  party shall be entitled to reimbursement of all costs and
                  reasonable attorneys' fees incurred in such litigation.

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7.       SUCCESSORS. This Agreement shall bind, and then be enforced by, any
         successor (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or substantially all of the business
         or assets of PETCO, in the same manner and to the same extent that
         PETCO would be obligated under or entitled to enforce this Agreement if
         no succession had taken place. In the case of any Transaction in which
         a successor would not by the foregoing provision or by operation of law
         be bound by this Agreement, PETCO shall use its best efforts to require
         such successor expressly and unconditionally to assume and agree to
         perform PETCO's obligations under this Agreement, in the same manner
         and to the same extent that PETCO would be required to perform if no
         such succession had taken place unless PETCO previously arranged to
         establish an escrow to satisfy its obligations thereunder.

8.       ENTIRE AGREEMENT. Except as otherwise provided for in this Agreement,
         this Agreement, together with the Offer Letter, if any, represents the
         only agreement among the parties concerning the subject matter hereof
         and supersedes all prior agreements whether written or oral, relating
         thereto; provided, however, that the terms of the option(s) granted to
         EMPLOYEE under the Plan are not superseded except to the extent that
         this Agreement provides severance compensation and benefits which are
         greater than under the Offer Letters and that this Agreement restricts
         competition with PETCO for a longer period than under the option(s) or
         the Offer Letters in either of which case the provision of this
         Agreement shall govern.

9.       ASSIGNMENT. This Agreement shall not be assignable by EMPLOYEE. Any and
         all assignments of this Agreement or any interest therein by EMPLOYEE
         shall be void.

10.      NO WAIVER. Any waiver of any term or condition of this Agreement by
         either party shall not operate as a waiver of any continued breach of
         such term or condition, or any other term or condition, nor shall any
         failure to enforce a provision of this Agreement operate as a waiver of
         such provision or of any other provision of this Agreement.

11.      CAPTIONS. The captions and headings of this Agreement are for
         convenience only and shall in no way limit or otherwise affect any of
         the terms or provisions contained herein.

12.      SEVERABILITY. Should any provision of this Agreement, or its
         application, to any extent be held invalid or unenforceable, the
         remainder of this Agreement and its application, excluding such invalid
         or unenforceable provisions shall not be affected by such exclusion and
         shall continue to be valid and enforceable to the fullest extent
         permitted by law or equity.

13.      GOVERNING LAW. This Agreement shall for all purposes be governed and
         interpreted in accordance with the laws of the State of California.

14.      ARBITRATION. Any dispute arising out of or relating to this Agreement
         or the alleged breach of it, or the making of this Agreement, including
         claims of fraud in the inducement, shall be discussed between the
         disputing parties in a good faith effort to arrive at a mutual

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         settlement of any such controversy. If, the dispute cannot be resolved,
         it shall be settled by binding arbitration. Judgment upon the award
         rendered by the arbitrator may be entered in any court having
         jurisdiction thereof. Arbitration will be conducted pursuant to the
         provisions of this Agreement, and the Commercial Arbitration Rules of
         the American Arbitration Association, unless such rules are
         inconsistent with the provisions of this Agreement. Limited civil
         discovery shall be permitted for the production of documents and taking
         of depositions. Unresolved discovery disputes may be brought to the
         attention of the arbitrator who may dispose of such dispute. The
         arbitrator shall have the authority to award any remedy or relief that
         a court of this state could order or grant. The arbitrator may award to
         the prevailing party, if any, as determined by the arbitrator, all of
         its costs and fees, including the arbitrator's fees, administrative
         fees, travel expenses, out-of-pocket expenses and reasonable attorneys'
         fees. Unless otherwise agreed by the parties, the place of any
         arbitration proceedings shall be San Diego County, California.

15.      AMENDMENTS. No amendment or modification of these terms or conditions
         of this Agreement shall be valid unless in writing and signed by the
         parties hereto.

16.      COUNTERPARTS. This Agreement may be executed in counterparts, and if so
         executed, each such counterpart shall have the force and effect of an
         original.

17.      NOTICES. Any notice required or permitted to be given under this
         Agreement shall be sufficient, if in writing, sent by mail to his/her
         residence in the case of the EMPLOYEE, or hand delivered to the
         EMPLOYEE, or to PETCO's principal office (corporate office) in the case
         of PETCO.

18.      CONSTRUCTION. This Agreement shall not be construed against any party
         on the grounds that such party drafted the Agreement or caused it to be
         drafted.

19.      AUTHORITY TO SIGN. Each individual signing this Agreement directly and
         expressly warrants that he/she has been given and has received and
         accepted authority to sign and execute the Agreement on behalf of the
         party for whom it is indicated he/she has signed, and further has been
         expressly given and received and accepted authority to enter into a
         binding agreement on behalf of such party with respect to the matters
         contained herein and as stated herein.

20.      ACKNOWLEDGMENT. EMPLOYEE acknowledges that EMPLOYEE has been advised by
         PETCO to consult with independent counsel of EMPLOYEE's own choice, at
         EMPLOYEE's expense, concerning this Agreement, that EMPLOYEE has had
         the opportunity to do so, and that EMPLOYEE has taken advantage of that
         opportunity to the extent that EMPLOYEE desires. EMPLOYEE further
         acknowledges that EMPLOYEE has read and understands this Agreement, is
         fully aware of its legal effect, and has entered into it freely based
         on EMPLOYEE's own judgement.

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IN WITNESS HEREOF, the parties have executed this Agreement as of the date set
forth above.


                                 PETCO ANIMAL SUPPLIES, INC.


                                 By:  /s/ BRIAN K. DEVINE
                                 --------------------------------------------
                                      Brian K. Devine

                                 Its: Chairman, President and CEO
                                 --------------------------------------------




                                 EMPLOYEE



                                 --------------------------------------------


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