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                          AMENDMENT AND RESTATEMENT TO
                   1994 STOCK OPTION AND RESTRICTED STOCK PLAN
                         FOR EXECUTIVE AND KEY EMPLOYEES
                                       OF
                           PETCO ANIMAL SUPPLIES, INC.
                  (amended and restated as of October 2, 2000)


                 PETCO Animal Supplies, Inc., a corporation organized under
the laws of the State of Delaware (the "Company"), hereby amends and restates
this 1994 Stock Option and Restricted Stock Plan for Executive and Key
Employees of PETCO Animal Supplies, Inc., as amended and restated (this
"Plan"), effective as of October 2, 2000.

                 This Plan was adopted by the Board (as defined) on January
11, 1994 and approved by the Company's stockholders on February 24, 1994.

                 PETCO Animal Supplies, Inc. has entered into the Agreement
and Plan of Merger, dated as of May 17, 2000, by and between PETCO Animal
Supplies, Inc. and BD Recapitalization Corp. ("MergerSub"), as amended (the
"Merger Agreement"), pursuant to which MergerSub shall merge with and into
the Company, with the Company being the surviving corporation (the "Merger"),
effective at the Effective Time (as defined in the Merger Agreement). The
Effective Time occurred on October 2, 2000.

                 Pursuant to the terms of the Merger Agreement, certain
options (the "Roll-Over Options") to purchase shares of the Company's common
stock, par value $.0001 per share, that were granted under the Plan shall
remain outstanding and shall be converted into options to purchase shares of
the Company's common stock, par value $.001 per share ("Common Stock"),
effective at the Effective Time. The Roll-Over Options, as converted, shall
be subject to the terms and conditions of this Plan, as amended and restated
herein.

                 Also, commencing at the Effective Time, this Plan, as
amended and restated, shall provide that, in addition to the 27,615.64 shares
of Common Stock to be issued upon exercise of the Roll-Over Options,
31,952.36 shares of Common Stock shall be available for issuance under this
Plan.

                 The purposes of this Plan, as amended and restated, are as
follows:

                 (1) To further the growth, development and financial success
of the Company by providing additional incentives to certain of its executive
and other key Employees who have been or will be given responsibility for the
management or administration of the Company's business affairs, by assisting
them to become owners of the Company's Common Stock and thus to benefit
directly from its growth, development and financial success.

                 (2) To enable the Company to obtain and retain the services
of the type of professional, technical and managerial employees considered
essential to the long-range success of the Company by providing and offering
them an opportunity to become owners of

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the Company's Common Stock under restricted stock and options, including
options that are intended to qualify as "incentive stock options" under
Section 422 of the Code.

                                   ARTICLE I

                                   DEFINITIONS

                 Whenever the following terms are used in this Plan, they
shall have the meaning specified below unless the context clearly indicates
to the contrary. The masculine pronoun shall include the feminine and neuter
and the singular shall include the plural, where the context so indicates.

SECTION 1.1      -  ADDITIONAL OPTION

                 "Additional Option" shall mean an Option granted to an
Optionee to purchase a number of shares of Common Stock equal to the number
of shares of Common Stock tendered or relinquished by the Optionee in payment
of the exercise price upon exercise of an Option and/or the number of shares
of Common Stock tendered or relinquished in payment of the amount to be
withheld under applicable federal, state and local income tax laws in
connection with the exercise of an Option as described in Article XI.

SECTION 1.2      - ADDITIONAL OPTION FEATURE

                 "Additional Option Feature" shall mean a feature of an
Option that provides for the automatic grant of an Additional Option in
accordance with the provisions described in Article XI.

SECTION 1.3      -  BOARD

                 "Board" shall mean the Board of Directors of the Company.

SECTION 1.4      - CODE

                 "Code" shall mean the Internal Revenue Code of 1986, as
amended.

SECTION 1.5      - COMMITTEE

                 "Committee" shall mean the Committee of the Board
administering this Plan, appointed as provided in Section 9.1.

SECTION 1.6      - COMPANY

                 "Company" shall mean PETCO Animal Supplies, Inc., a Delaware
corporation. In addition, "Company" shall mean any corporation assuming, or
issuing new employee stock options in substitution for, Incentive Stock
Options, outstanding under the Plan, in a transaction to which Section 424(a)
of the Code applies.

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SECTION 1.7      - Consultant

                 "Consultant" shall mean any consultant or adviser (other
than an Employee) if:

                 (a) the consultant or advisor renders bona fide services to
the Company;

                 (b) the services rendered by the consultant or adviser are
not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market
for the Company's securities; and

                 (c) the consultant or advisor is a natural person who has
contracted directly with the Company to render such services.

SECTION 1.8      - DIRECTOR

                 "Director" shall mean a member of the Board.

SECTION 1.9      - EMPLOYEE

                 "Employee" shall mean any employee (as defined in accordance
with the regulations and revenue rulings then applicable under Section
3401(c) of the Code) of the Company, or of any corporation which is then a
Parent Corporation or a Subsidiary, whether such employee is so employed at
the time this Plan is adopted or becomes so employed subsequent to the
adoption of this Plan.

SECTION 1.10     - EXCHANGE ACT

                 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

SECTION 1.11     - FAIR MARKET VALUE

                 "Fair Market Value" of a share of Common Stock as of a given
date shall be as defined in Section 4.2.

SECTION 1.12     - INCENTIVE STOCK OPTION

                 "Incentive Stock Option" shall mean an Option which
qualifies under Section 422 of the Code and which is designated as an
Incentive Stock Option by the Committee.

SECTION 1.13     - NON-QUALIFIED OPTION

                 "Non-Qualified Option" shall mean an Option which is not an
Incentive Stock Option.

SECTION 1.14     - OFFICER

                 "Officer" shall mean an officer of the Company, as defined
in Rule 16a-1(f) under the Exchange Act, as such Rule may be amended in the
future.

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SECTION 1.15     - OPTION

                 "Option" shall mean an option to purchase Common Stock of
the Company, granted under the Plan. "Options" includes both Incentive Stock
Options and Non-Qualified Options.

SECTION 1.16     - OPTIONEE

                 "Optionee" shall mean an Employee or Consultant to whom an
option is or was granted under the Plan.

SECTION 1.17     - PARENT CORPORATION

                 "Parent Corporation" shall mean any corporation in an
unbroken chain of corporations ending with the Company if each of the
corporations other than the Company then owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

SECTION 1.18     - PLAN

                 "Plan" shall mean this 1994 Stock Option and Restricted
Stock Plan for Executive and Key Employees of PETCO Animal Supplies, Inc., as
amended from time to time.

SECTION 1.19     - RESTRICTED STOCK

                 "Restricted Stock" shall mean shares of the Company's Common
Stock issued pursuant to Article VII of the Plan.

SECTION 1.20     - RESTRICTED STOCKHOLDER

                 "Restricted Stockholder" shall mean an Employee to whom
Restricted Stock has been issued under the Plan.

SECTION 1.21     - RULE 16b-3

                 "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.

SECTION 1.22     - SECRETARY

                 "Secretary" shall mean the Secretary of the Company.

SECTION 1.23     - SECURITIES ACT

                 "Securities Act" shall mean the Securities Act of 1933, as
amended.

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SECTION 1.24     - STOCK APPRECIATION RIGHTS

                 "Stock Appreciation Rights" shall mean a stock appreciation
right granted under the Plan.

SECTION 1.25     - SUBSIDIARY

                 "Subsidiary" shall mean any corporation in an unbroken chain
of corporations beginning with the Company if each of the corporations other
than the last corporation in the unbroken chain then owns stock possessing
50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.

SECTION 1.26     - TERMINATION OF CONSULTANCY

                 "Termination of Consultancy" shall mean, as to a Consultant,
the time when the consultancy relationship between the Consultant and the
Company, a Parent Corporation or a Subsidiary is terminated for any reason,
with or without cause, including, but not by way of limitation, a termination
by expiration or non-renewal of contractual agreement, resignation,
discharge, death or retirement. The Committee, in its absolute discretion,
shall determine the effect of all other matters and questions relating to
Termination of Consultancy.

SECTION 1.27     - TERMINATION OF EMPLOYMENT

                 "Termination of Employment" shall mean, as to an Optionee,
the holder of a Stock Appreciation Right or a Restricted Stockholder, the
time when the employee-employer relationship between the Employee and the
Company, a Parent Corporation or a Subsidiary is terminated for any reason,
with or without cause, including, but not by way of limitation, a termination
by resignation, discharge, death or retirement, but excluding terminations
where there is a simultaneous reemployment by the Company, a Parent
Corporation or a Subsidiary. The Committee, in its absolute discretion, shall
determine the effect of all other matters and questions relating to
Termination of Employment, including, but not by way of limitation, the
question of whether a Termination of Employment resulted from a discharge for
good cause, and all questions of whether particular leaves of absence
constitute Terminations of Employment; provided, however, that, with respect
to Incentive Stock Options, a leave of absence shall constitute a Termination
of Employment if, and to the extent that, such leave of absence interrupts
employment for the purposes of Section 422(a)(2) of the Code and the then
applicable regulations and revenue rulings under said Section.

                                  ARTICLE II

                             SHARES SUBJECT TO PLAN

SECTION 2.1      - SHARES SUBJECT TO PLAN

                 The shares of stock subject to Options, Stock Appreciation
Rights and Restricted Stock awards under this Plan shall be the Company's
Common Stock, par value $.001 per share ("Common Stock"), subject to Section
2.2. The aggregate number of shares of Common Stock which may be issued upon
exercise of or under Options, Stock Appreciation Rights and

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Restricted Stock awards shall not exceed the sum of: (a) 31,952.36 additional
shares, and (b) the 27,615.64 shares issuable upon the exercise of the
Roll-Over Options.

                 If any Option, Stock Appreciation Right or Restricted Stock
award expires or is canceled without having been fully exercised or vested,
the number of shares of Common Stock subject to such Option, Stock
Appreciation Right or Restricted Stock award, but as to which such Option,
Stock Appreciation Right or Restricted Stock award was not exercised or
vested prior to its expiration or cancellation may again be issued hereunder
as additional shares, subject to the limitations of this Section 2.1. With
the consent of the Committee, in its sole discretion, Shares of Common Stock
which are delivered by the holder or withheld by the Company upon the
exercise of any Option, Stock Appreciation Right or Restricted Stock award
under the Plan, in payment of the exercise price thereof or tax withholding
thereon, may again be optioned, granted or awarded hereunder, subject to the
limitations of this Section 2.1. Notwithstanding the provisions of this
Section 2.2, no shares of Common Stock may again be issued if such action
would cause an Incentive Stock Option to fail to qualify as an "incentive
stock option" under Section 422 of the Code.

                 Notwithstanding the foregoing, if the offer or sale of
shares of Common Stock under the Plan is subject to Section 260.140.45 of
Title 10 of the California Code of Regulations (or other applicable law
limiting the offers or sales of shares of Common Stock under the Plan), the
aggregate number of shares of Common Stock issuable upon the exercise of all
outstanding Options, Stock Appreciation Rights and Restricted Stock awards
(together with options and similar awards outstanding under any other stock
option plan of the Company) and the total number of shares provided for under
any stock bonus or similar plan of the Company shall not exceed thirty
percent (30%) (or such other higher percentage limitation as may be approved
by the stockholders of the Company pursuant to Section 260.140.45) of the
then outstanding shares of Common Stock, as calculated in accordance with the
conditions and exclusions of Section 260.140.45 (or such other limitation
under applicable law).

SECTION 2.2      - CHANGES IN COMPANY'S SHARES

                 In the event that the outstanding shares of Common Stock of
the Company are hereafter changed into or exchanged for a different number or
kind of shares or other securities of the Company, or of another corporation,
by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend or combination of shares,
appropriate adjustments shall be made by the Committee in the number and kind
of shares for the purchase of which Options may be granted and in the number
and kind of shares of Restricted Stock that may be issued, including
adjustments of the limitations in Section 2.1 on the maximum number and kind
of shares which may be issued on exercise of Options or as Restricted Stock.

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                                  ARTICLE III

                               GRANTING OF OPTIONS

SECTION 3.1      - ELIGIBILITY

                 Any executive or other key Employee or Consultant of the
Company or of any corporation which is then a Parent Corporation or a
Subsidiary shall be eligible to be granted Options, except as provided in
Section 3.2. However, no option shall be granted to any Employee who owns
(within the meaning of Section 424(d) of the Code) stock possessing more than
10% of the total combined voting power of all classes of stock of the
Company, any Parent Corporation or any Subsidiary.

SECTION 3.2      - QUALIFICATION OF INCENTIVE STOCK OPTIONS

                 No Incentive Stock Option shall be granted unless such
Option, when granted, qualifies as an "incentive stock option" under Section
422 of the Code.

SECTION 3.3      - GRANTING OF OPTIONS

                   (a) The Committee shall from time to time, in its absolute
discretion:

                       (i) Determine which Employees are executive or other
         key Employees and Consultants and select from among the executive or
         other key Employees and Consultants (including those to whom Options
         and/or Stock Appreciation Rights have been previously granted and/or
         Restricted Stock has previously been issued under the Plan) such of
         them as in its opinion should be granted Options; and

                       (ii) Determine the number of shares to be subject to such
         Options granted to such selected executive or other key Employees, and
         determine whether such Options are to be Incentive Stock Options or
         Non-Qualified Options; and

                       (iii) Determine the terms and conditions of such Options,
         consistent with the Plan.

                   (b) Upon the selection of an executive or other key
Employee to be granted an Option, the Committee shall instruct the Secretary
to issue such Option and may impose such conditions on the grant of such
Option as it deems appropriate. Without limiting the generality of the
preceding sentence, the Committee may, in its absolute discretion and on such
terms as it deems appropriate, require as a condition on the grant of an
Option to an Employee that the Employee surrender for cancellation some or
all of the unexercised Options which have been previously granted to him. An
Option the grant of which is conditioned upon such surrender may have an
option price lower (or higher) than the option price of the surrendered
Option, may cover the same (or a lesser or greater) number of shares as the
surrendered Option, may contain such other terms as the Committee deems
appropriate and shall be exercisable in accordance with its terms, without
regard to the number of shares, price, option period or any other term or
condition of the surrendered Option. Without limiting the generality of the

                                      7

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preceding sentence, the Committee may, in its absolute discretion and on such
terms as it deems appropriate, require as a condition on the issuance of
Restricted Stock to an Employee that the Employee surrender for cancellation
some or all of the Restricted Stock that has been previously granted to him.

                                    ARTICLE IV

                           ARTICLE IV TERMS OF OPTIONS

SECTION 4.1      - OPTION AGREEMENT

                 Each Option shall be evidenced by a written Stock Option
Agreement, which shall be executed by the Optionee and an authorized Officer
of the Company and which shall contain such terms and conditions as the
Committee shall determine, consistent with the Plan. Stock Option Agreements
evidencing Incentive Stock Options shall contain such terms and conditions as
may be necessary to qualify such Options as "incentive stock options" under
Section 422 of the Code.

SECTION 4.2      - OPTION PRICE

                   (a) The price of the shares subject to each Option shall
be set by the Committee; provided, however, that the price per share shall be
not less than 100% of the Fair Market Value of such shares on the date such
Option is granted.

                   (b) For purposes of the Plan, the Fair Market Value of a
share of the Company's Common Stock ("Fair Market Value") as of a given date
shall be determined as follows: (i) if the Common Stock is then quoted on the
Nasdaq National Market, its last reported sale price on the Nasdaq National
Market or, if no such reported sale takes place on such date, the average of
the closing bid and asked prices; (ii) if the Common Stock is publicly traded
and is then listed on a national securities exchange but is not quoted on the
Nasdaq National Market, the last reported sale price or, if no such reported
sale takes place on such date, the average of the closing bid and asked
prices on the principal national securities exchange on which the Common
Stock is listed or admitted to trading; (iii) if such Common Stock is
publicly traded but is not quoted on the Nasdaq National Market nor listed or
admitted to trading on a national securities exchange, the average of the
closing bid and asked prices on such date, as reported in the Western Edition
of THE WALL STREET JOURNAL, for the over-the-counter market; or (iv) if none
of the foregoing is applicable, by the Board in good faith.

SECTION 4.3      - COMMENCEMENT OF EXERCISABILITY

                   (a) Except as the Committee may otherwise provide, no
Option may be exercised in whole or in part during the first six months after
such Option is granted.

                   (b) Subject to the provisions of Sections 4.3(a), 4.3(c),
and 10.3, Options shall become exercisable at such times and in such
installments (which may be cumulative) as the Committee shall provide in the
terms of each individual Option; provided, however, that by a resolution
adopted after an Option is granted the Committee may, on such terms and
conditions as it may determine to be appropriate and subject to Sections
4.3(a), 4.3(c), and

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10.3, accelerate the time at which such Option or any portion thereof may be
exercised; PROVIDED, HOWEVER, that, to the extent required by Section
25102(o) of the California Corporations Code and the regulations thereunder,
except with regard to Options granted to officers of the Company or any
Parent Corporation or Subsidiary or Consultants, in no event shall an Option
granted hereunder become vested and exercisable at a rate of less than twenty
percent (20%) per year over five (5) years from the date the Option is
granted, subject to the continued employment of the holder with the Company
or the Parent Corporation or the Subsidiaries or other reasonable conditions
established by the Committee.

                   (c) No portion of an Option which is unexercisable at the
later to occur of (i) Termination of Employment, or (ii) Termination of
Consultancy, shall thereafter become exercisable.

                   (d) To the extent that the aggregate fair market value of
stock with respect to which "incentive stock options" (within the meaning of
Section 422 of the Code, but without regard to Section 422(d) of the Code)
are exercisable for the first time by an Optionee during any calendar year
(under the Plan and all other incentive stock option plans of the Company,
any Subsidiary and any Parent Corporation) exceeds $100,000, such options
shall be taxed as Non-Qualified Options. The rule set forth in the preceding
sentence shall be applied by taking options into account in the order in
which they were granted. For purposes of this Section 4.3(d), the Fair Market
Value of stock shall be determined as of the time that the option with
respect to such stock is granted.

SECTION 4.4      - EXPIRATION OF OPTIONS

                   (a) No Option may be exercised to any extent by anyone
after the first to occur of the following events:

                       (i) The expiration of ten years from the date the
         Option was granted; or

                       (ii) Except in the case of any Optionee who is disabled
         (within the meaning of Section 22(e)(3) of the Code), the expiration of
         three months from the date of the later to occur of (A) the Optionee's
         Termination of Employment for any reason, or (B) the Optionee's
         Termination of Consultancy for any reason, other than such Optionee's
         death unless the Optionee dies within said three-month period; or

                       (iii) In the case of an Optionee who is disabled (within
         the meaning of Section 22(e)(3) of the Code), the expiration of one
         year from the later to occur of (A) the date of the Optionee's
         Termination of Employment for any reason, or (B) the date of Optionee's
         Termination of Consultancy for any reason, other than such Optionee's
         death unless the Optionee dies within said one-year period; or

                       (iv) The expiration of one year from the date of the
         Optionee's death.

                   (b) Subject to the provisions of Section 4.4(a), the
Committee shall provide, in the terms of each individual Option, when such
Option expires and becomes unexercisable;

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and (without limiting the generality of the foregoing) the Committee may
provide in the terms of individual Options that said Options expire
immediately upon a Termination of Employment or a Termination of Consultancy
for any reason; PROVIDED, HOWEVER, that, to the extent required by Section
25102(o) of the California Corporations Code and Section 260.140.41 of Title
10 of the California Code of Regulations (or other applicable law), an Option
may be exercised in the event of Termination of Consultancy or Termination of
Employment (other than for cause as defined by applicable law, the Option
Agreement or a contract of employment with the holder), to the extent that
such Option is exercisable on the date of such Termination: (i) for a period
of at least six months (or such longer period as is required by applicable
law) from the date of such Termination if such Termination was caused by
death or disability, and (ii) for a period of at least 30 days (or such
longer period as is required by applicable law) from the date of such
Termination if such Termination was caused by reason other than the death or
disability of the holder.

SECTION 4.5      - NO RIGHT TO EMPLOYMENT

                 Nothing in this Plan or in any Stock Option Agreement
hereunder shall confer upon any Optionee any right to continue in the employ
or service of the Company, any Parent Corporation or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company, its Parent
Corporations and its Subsidiaries, which are hereby expressly reserved, to
discharge any Optionee at any time for any reason whatsoever, with or without
cause.

SECTION 4.6      - ADJUSTMENTS IN OUTSTANDING OPTIONS

                 In the event that the outstanding shares of the stock
subject to Options are changed into or exchanged for a different number or
kind of shares of the Company or other securities of the Company by reason of
merger, consolidation, recapitalization, reclassification, stock split-up,
reverse stock split, stock dividend or combination of shares, the Committee
shall make an appropriate and equitable adjustment in the number and kind of
shares as to which all outstanding Options, or portions thereof then
unexercised, shall be exercisable, to the end that after such event the
Optionee's proportionate interest shall be maintained as before the
occurrence of such event. Such adjustment in an outstanding Option shall be
made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the aggregate
price resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in Option price per share; provided,
however, that, in the case of Incentive Stock Options, each such adjustment
shall be made in such manner as not to constitute a "modification" within the
meaning of Section 424(h)(3) of the Code. Any such adjustment made by the
Committee shall be final and binding upon all Optionees, the Company and all
other interested persons.

SECTION 4.7      - MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR
                   DISSOLUTION

                 Notwithstanding the provisions of Section 4.6, in its
absolute discretion, and on such terms and conditions as it deems
appropriate, the Committee may provide by the terms of any Option that such
Option cannot be exercised after the merger or consolidation of the Company
with or into another corporation, the acquisition by another corporation or
person of all or substantially all of the Company's assets or 80% or more of
the Company's then

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outstanding voting stock or the liquidation or dissolution of the Company;
and if the Committee so provides, it may, in its absolute discretion and on
such terms and conditions as it deems appropriate, also provide, either by
the terms of such Option or by a resolution adopted prior to the occurrence
of such merger, consolidation, acquisition, liquidation or dissolution, that,
for some period of time prior to such event, such Option shall be exercisable
as to all shares covered thereby, notwithstanding anything to the contrary in
Section 4.3(a), Section 4.3(b) and/or any installment provisions of such
Option.

                                    ARTICLE V

                               EXERCISE OF OPTIONS

SECTION 5.1      - PERSON ELIGIBLE TO EXERCISE

                 During the lifetime of the Optionee, only the Optionee may
exercise an Option (or any portion thereof). After the death of the Optionee,
any exercisable portion of an Option may, prior to the time when such portion
becomes unexercisable under the Plan or the applicable Stock Option
Agreement, be exercised by his personal representative or by any person
empowered to do so under the deceased Optionee's will or under the then
applicable laws of descent and distribution.

SECTION 5.2      - PARTIAL EXERCISE

                 At any time and from time to time prior to the time when any
exercisable Option or exercisable portion thereof becomes unexercisable under
the Plan or the applicable Stock Option Agreement, such Option or portion
thereof may be exercised in whole or in part; provided, however, that the
Company shall not be required to issue fractional shares and the Committee
may, by the terms of the Option, require any partial exercise to be with
respect to a specified minimum number of shares.

SECTION 5.3      - MANNER OF EXERCISE

                 An exercisable Option, or any exercisable portion thereof,
may be exercised solely by delivery to the Secretary or his office of all of
the following prior to the time when such Option or such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement:

                   (a) Notice in writing signed by the Optionee or other
person then entitled to exercise such Option or portion, stating that such
Option or portion is exercised, such notice complying with all applicable
rules established by the Committee; and

                   (b) (i) Full payment (in cash or by check) for the shares
with respect to which such Option or portion is thereby exercised; or

                       (ii) With the consent of the Committee, in its
         absolute discretion, (A) shares of the Company's Common Stock owned by
         the Optionee duly endorsed for transfer to the Company, or (B) shares
         of the Company's Common Stock issuable to the Optionee upon exercise of
         the Option, with a Fair Market Value (as determined under

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         Section 4.2(b)) on the date of Option exercise equal to the aggregate
         Option price of the shares with respect to which such Option or portion
         is thereby exercised; or

                       (iii) With the consent of the Committee, in its
         absolute discretion, a full recourse promissory note bearing interest
         (at no less than such rate as shall then preclude the imputation of
         interest under the Code or any successor provision) and payable upon
         such terms as may be prescribed by the Committee. The Committee may
         also prescribe the form of such note and the security to be given for
         such note. No Option may, however, be exercised by delivery of a
         promissory note or by a loan from the Company when or where such loan
         or other extension of credit is prohibited by law; or

                       (iv) With the consent of the Committee, in its absolute
         discretion, any combination of the consideration provided in the
         foregoing subsections (i), (ii) and (iii); and

                   (c) The payment to the Company (or other employer
corporation) of all amounts which it is required to withhold under federal,
state or local law in connection with the exercise of the Option; with the
consent of the Committee, in its absolute discretion,

                       (i) shares of the Company's Common Stock owned by the
         Optionee duly endorsed for transfer, or

                       (ii) shares of the Company's Common Stock issuable to the
         Optionee upon exercise of the Option, valued at Fair Market Value (as
         determined under Section 4.2(b)) as of the date of Option exercise, may
         be used to make all or part of such payment;

                   (d) Such representations and documents as the Committee,
in its absolute discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act and any other federal or
state securities laws or regulations. The Committee may, in its absolute
discretion, also take whatever additional actions it deems appropriate to
effect such compliance including, without limitation, placing legends on
share certificates and issuing stop-transfer orders to transfer agents and
registrars; and

                   (e) In the event that the Option or portion thereof shall
be exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to
exercise the Option or portion thereof.

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SECTION 5.4      - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

                 The shares of stock issuable and deliverable upon the
exercise of an Option, or any portion thereof, may be either previously
authorized but unissued shares or issued shares which have then been
reacquired by the Company. The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock purchased upon
the exercise of any Option or portion thereof prior to fulfillment of the
conditions of Section 5.3 and all of the following conditions:

                 (a) The completion of any registration or other
qualification of such shares under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable; and

                 (b) The obtaining of any approval or other clearance from
any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and

                 (c) The payment to the Company (or other employer
corporation) of all amounts which it is required to withhold under federal,
state or local law in connection with the exercise of the Option; and

                 (d) The lapse of such reasonable period of time following
the exercise of the Option as the Committee may establish from time to time
for reasons of administrative convenience.

SECTION 5.5      - RIGHTS AS STOCKHOLDERS

                 The holders of Options shall not be, nor have any of the
rights or privileges of, stockholders of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the Company to such
holders.

SECTION 5.6      - TRANSFER RESTRICTIONS

                 Unless otherwise approved in writing by the Committee, no
shares acquired upon exercise of any Option by any Officer may be sold,
assigned, pledged, encumbered or otherwise transferred until at least six
months have elapsed from (but excluding) the date that such Option was
granted. The Committee, in its absolute discretion, may impose such other
restrictions on the transferability of the shares purchasable upon the
exercise of an Option as it deems appropriate. Any such other restriction
shall be set forth in the respective Stock Option Agreement and may be
referred to on the certificates evidencing such shares. The Committee may
require the Employee to give the Company prompt notice of any disposition of
shares of stock, acquired by exercise of an Incentive Stock Option, within
two years from the date of granting such Option or one year after the
transfer of such shares to such Employee. The Committee may direct that the
certificates evidencing shares acquired by exercise of an Incentive Stock
Option refer to such requirement to give prompt notice of disposition.

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SECTION 5.7      - ADDITIONAL LIMITATIONS ON EXERCISE OF OPTIONS

                 Holders may be required to comply with any timing or other
restrictions with respect to the settlement or exercise of an Option,
including a window-period limitation, as may be imposed in the discretion of
the Committee.

                                  ARTICLE VI

                            STOCK APPRECIATION RIGHTS

SECTION 6.1      - GRANT OF STOCK APPRECIATION RIGHTS

                 A Stock Appreciation Right may be granted by the Committee
to any Employee who receives a grant of an Option under the Plan. A Stock
Appreciation Right may be granted in connection and simultaneously with the
grant of an Option or with respect to a previously granted Option. A Stock
Appreciation Right shall be subject to such terms and conditions not
inconsistent with the Plan as the Committee shall impose, including the
following:

                 (a) A Stock Appreciation Right shall be related to a
particular Option and shall be exercisable only to the extent the related
Option is exercisable.

                 (b) A Stock Appreciation Right shall be granted to the
Optionee to the maximum extent of 100% of the number of shares subject to the
simultaneously or previously granted Option.

                 (c) A Stock Appreciation Right shall entitle the Optionee
(or other person entitled to exercise the Option pursuant to Section 5.1) to
surrender unexercised a portion of the Option to which the Stock Appreciation
Right relates to the Company and to receive from the Company in exchange
therefor an amount, payable in shares of the Company's Common Stock (valued
pursuant to Section 4.2(b)), or, in the discretion of the Committee, in cash,
determined by multiplying the lesser of (i) the difference obtained by
subtracting the Option exercise price per share of the Company's Common Stock
subject to the related Option from the Fair Market Value (as determined under
Section 4.2(b)) of a share of the Company's Common Stock on the date of
exercise of the Stock Appreciation Right or (ii) two times the Option
exercise price per share of the Company's Common Stock subject to the related
Option, by the number of shares of the Company's Common Stock subject to the
related Option with respect to which the Stock Appreciation Right shall have
been exercised.

SECTION 6.2      - EXERCISE OF STOCK APPRECIATION RIGHTS

                 Except in the case of death or disability (within the
meaning of Section 22(e)(3) of the Code) of the Optionee, no Stock
Appreciation Right shall be exercisable during the first six months after a
Stock Appreciation Right is granted with respect to an outstanding Option.

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                                 ARTICLE VII

                          ISSUANCE OF RESTRICTED STOCK

SECTION 7.1      - ELIGIBILITY

                 Any executive or other key Employee of the Company or of any
corporation which is then a Parent Corporation or a Subsidiary, shall be
eligible to be issued Restricted Stock.

SECTION 7.2      - ISSUANCE OF RESTRICTED STOCK

                   (a) The Committee shall from time to time, in its absolute
discretion:

                       (i) Determine which Employees are executive or key
         Employees and select from among the executive or key Employees
         (including those to whom Options and/or Stock Appreciation Rights
         have been previously granted and/or Restricted Stock has been
         previously issued) such of them as in its opinion should be issued
         Restricted Stock; and

                       (ii) Determine the number of shares of Restricted Stock
         to be issued to such selected executive or key Employees; and

                       (iii) Determine the terms and conditions applicable to
         such Restricted Stock, consistent with the Plan.

                   (b) Shares issued as Restricted Stock may be either
previously authorized but unissued shares or issued shares that have been
reacquired by the Company. Legal consideration, but no other cash payment,
shall be required for each issuance of Restricted Stock.

                   (c) Upon the selection of an executive or key Employee to
be issued Restricted Stock, the Committee shall instruct the Secretary to
issue such Restricted Stock and may impose such conditions on the issuance of
such Restricted Stock as it deems appropriate.

                                  ARTICLE VIII

                            TERMS OF RESTRICTED STOCK

SECTION 8.1      - RESTRICTED STOCK AGREEMENT

                 Restricted Stock shall be issued only pursuant to a written
Restricted Stock Agreement, which shall be executed by the Restricted
Stockholder and an authorized Officer of the Company and which shall contain
such terms and conditions as the Committee shall determine, consistent with
the Plan.

SECTION 8.2      - NO RIGHT TO EMPLOYMENT

                 Nothing in this Plan or in any Restricted Stock Agreement
hereunder shall confer upon any Restricted Stockholder any right to continue
in the employ or service of the

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Company, any Parent Corporation or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company, its Parent Corporations and
its Subsidiaries, which are hereby expressly reserved, to terminate or
discharge any Restricted Stockholder at any time for any reason whatsoever,
with or without cause.

                 To the extent required by Section 25102(o) of the California
Corporations Code and the Regulations thereunder, the price of the shares
subject to each Restricted Stock award shall be not less than 85% of the Fair
Market Value of such shares on the date such Restricted Stock award is
granted.

SECTION 8.3      - RIGHTS AS RESTRICTED STOCKHOLDERS

                 Upon delivery of the shares of Restricted Stock to the
escrow holder pursuant to Section 8.7, the Restricted Stockholder shall have
all the rights of a stockholder with respect to said shares, subject to the
restrictions in his Restricted Stock Agreement, including the right to vote
the shares and to receive all dividends or other distributions paid or made
with respect to the shares.

SECTION 8.4      - RESTRICTIONS

                 All shares of Restricted Stock issued under this Plan
(including any shares received by Restricted Stockholders as a result of
stock dividends, stock splits or any other forms of recapitalization) shall
be subject to such restrictions as the Committee shall provide in the terms
of each individual Restricted Stock Agreement; provided, however, that by a
resolution adopted after the Restricted Stock is issued, the Committee may,
on such terms and conditions as it may determine to be appropriate and
subject to Section 10.3, remove any or all of the restrictions imposed by the
terms of the Restricted Stock Agreement. All restrictions imposed pursuant to
this Section 8.4 shall expire within ten years of the date of issuance.
Restricted Stock may not be sold or encumbered until all restrictions are
terminated or expire.

SECTION 8.5      - FORFEITURE OF RESTRICTED STOCK

                 The Committee shall provide in the terms of each individual
Restricted Stock Agreement that the Restricted Stock then subject to
restrictions under the Restricted Stock Agreement be forfeited by the
Restricted Stockholder back to the Company immediately upon the later to
occur of: (a) a Termination of Employment for any reason, or (b) a
Termination of Consultancy for any reason; provided, however, that provision
may be made that no such forfeiture shall occur in the event of a Termination
of Employment or Termination of Consultancy because of the Employee's normal
retirement, death, total disability or early retirement with the consent of
the Board.

SECTION 8.6      - MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR
                   DISSOLUTION

                 Upon the merger or consolidation of the Company with or into
another corporation, the acquisition by another corporation or person of all
or substantially all of the Company's assets or 80% or more of the Company's
then outstanding voting stock or the liquidation of the Company, the
Committee may determine, at its sole discretion, that the

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restrictions imposed under the Restricted Stock Agreement upon some or all
shares of Restricted Stock shall immediately expire and/or that some or all
of such shares shall cease to be subject to forfeiture under Section 8.5.

SECTION 8.7      - ESCROW

                 The Secretary or such other escrow holder as the Committee
may appoint shall retain physical custody of the certificates representing
Restricted Stock until all of the restrictions imposed under the Restricted
Stock Agreement expire or shall have been removed; provided, however, that in
no event shall any Restricted Stockholder retain physical custody of any
certificates representing Restricted Stock issued to him.

SECTION 8.8      - LEGEND

                 In order to enforce the restrictions imposed upon shares of
Restricted Stock hereunder, the Committee shall cause a legend or legends to
be placed on certificates representing all shares of Restricted Stock that
are still subject to restrictions under Restricted Stock Agreements, which
legend or legends shall make appropriate reference to the conditions imposed
thereby.

                                   ARTICLE IX

                                 ADMINISTRATION

SECTION 9.1      - COMMITTEE

                 The Committee shall consist of the Board, or such committee
or subcommittee of the Board as is designated by the Board. In the event that
the Board designates such a committee or subcommittee as the Committee,
appointment of Committee members shall be effective upon acceptance of
appointment, Committee members may resign at any time by delivering written
notice to the Board and vacancies in the Committee shall be filled by the
Board.

SECTION 9.2      - DUTIES AND POWERS OF COMMITTEE

                 It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its provisions. The Committee
shall have the power to interpret the terms of the Plan, the Options, the
Stock Appreciation Rights and the Restricted Stock and to adopt such rules
for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret, amend or revoke any such rules. Any
such interpretations and rules in regard to Incentive Stock Options shall be
consistent with the basic purpose of the Plan to grant "incentive stock
options" within the meaning of Section 422 of the Code.

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SECTION 9.3      - MAJORITY RULE

                 The Committee shall act by a majority of its members in
office. The Committee may act either by vote at a meeting or by a memorandum
or other written instrument signed by a majority of the Committee.

SECTION 9.4      - COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS

                 Members of the Committee shall receive such compensation for
their services as members as may be determined by the Board. All expenses and
liabilities incurred by members of the Committee in connection with the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company and its Officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Optionees, all
Restricted Stockholders, the Company and all other interested persons. No
member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan,
the Options, the Stock Appreciation Rights or the Restricted Stock and all
members of the Committee shall be fully protected by the Company in respect
to any such action, determination or interpretation.

                                   ARTICLE X

                                OTHER PROVISIONS

SECTION 10.1     - OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK NOT
                   TRANSFERABLE

                 No Option, Stock Appreciation Right, Restricted Stock or
interest or right therein or part thereof shall be liable for the debts,
contracts or engagements of the Optionee, the holder of the Stock
Appreciation Right, the Restricted Stockholder or his successors in interest
or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition
be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null
and void and of no effect; provided, however, that nothing in this Section
10.1 shall, to the extent required by Section 25102(o) of the California
Corporation Code and Section 260.140.41 of Title 10 of the California Code of
Regulations (or other applicable law), prevent transfers by will or by the
applicable laws of descent and distribution, by instrument to an inter vivos
or testamentary trust in which the options are to be passed to beneficiaries
upon the death of the trustor (settlor), or by gift to "immediate family" as
that term is defined in 17 C.F.R. 240.16a-1(e).

SECTION 10.2     - AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

                 The Plan, including without limitation any agreement,
instrument or document executed pursuant to the Plan, may be wholly or
partially amended or otherwise modified, suspended or terminated at any time
or from time to time by the Committee. However, without approval of the
Company's stockholders given within 12 months before or after the action by

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the Committee, no action of the Committee may increase any limit imposed in
Section 2.1 on the maximum number of shares which may be issued on exercise
of Options or Stock Appreciation Rights or as Restricted Stock, materially
modify the eligibility requirements of Section 3.1, reduce the minimum Option
price requirements of Section 4.2(a) or extend the limit imposed in this
Section 10.2 on the period during which Options or Stock Appreciation Rights
may be granted or Restricted Shares may be issued. Neither the amendment,
suspension nor termination of the Plan shall, without the consent of the
holder of the Option or Stock Appreciation Rights or the Restricted
Stockholder, impair any rights or obligations under any Option or Stock
Appreciation Rights theretofore granted or under any Restricted Stock
theretofore issued, as the case may be. No Option or Stock Appreciation
Rights may be granted and no Restricted Stock may be issued, during any
period of suspension nor after termination of the Plan, and in no event may
any Option or Stock Appreciation Rights be granted or may any Restricted
Stock be issued, under this Plan after January 11, 2004.

SECTION 10.3     - APPROVAL OF PLAN BY STOCKHOLDERS

                 This Plan was approved by the Company's stockholders on
February 24, 1994.

SECTION 10.4     - EFFECT OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS

                 The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Company, any Parent
Corporation or any Subsidiary. Nothing in this Plan shall be construed to
limit the right of the Company, any Parent Corporation or any Subsidiary (a)
to establish any other forms of incentives or compensation for employees of
the Company, any Parent Corporation or any Subsidiary or (b) to grant or
assume options or stock appreciation rights or to issue restricted stock
otherwise than under this Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption of
options or stock appreciation rights or the issuance of restricted stock in
connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, firm or
association.

SECTION 10.5     - TITLES

                 Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of the Plan.

SECTION 10.6     - CONFORMITY TO SECURITIES LAWS

                 The Plan is intended to conform to the extent necessary with
all applicable provisions of any applicable state securities laws, the
Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3. Notwithstanding anything herein to the
contrary, the Plan shall be administered, and Options and Stock Appreciation
Rights shall be granted and may be exercised and Restricted Stock may be
issued, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan, Options and
Stock Appreciation Rights granted and Restricted Stock issued hereunder

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shall be deemed amended to the extent necessary to conform to such laws,
rules and regulations.

SECTION 10.7     - INFORMATION TO HOLDERS AND PURCHASERS.

                 To the extent required by Section 25102(o) of the California
Corporation Code and Section 260.140.46 of Title 10 of the California Code of
Regulations (or other applicable law), the Company shall provide to each
holder of an Option and to each person who acquires shares of Common Stock
pursuant to the Plan, not less frequently than annually during the period
such person holds an Option, and, in the case of a holder or other person who
acquires shares of Common Stock pursuant to the Plan, during the period such
holder or person owns such shares, copies of the Company's annual financial
statements. Notwithstanding the preceding sentence, the Company shall not be
required to provide such statements to Employees and Consultants whose duties
in connection with the Company assure their access to equivalent information.

SECTION 10.8     - REPURCHASE PROVISIONS.

                 The Committee in its discretion may provide that the Company
may repurchase shares of Common Stock acquired upon exercise of an Option or
purchase of Common Stock under a Restricted Stock award upon a holder's
Termination of Consultancy or Termination of Employment; PROVIDED, HOWEVER,
that any such repurchase right shall be set forth in the applicable Option
Agreement or in another agreement entered into pursuant to such Option
Agreement or Restricted Stock award agreement; and, PROVIDED, FURTHER, that,
to the extent required by Section 25102(o) of the California Corporation Code
and Section 260.140.41 or 260.140.42 of Title 10 of the California Code of
Regulations (or other applicable law), any such repurchase of shares of
Common Stock from a person who is not an officer of the Company or any
Subsidiary or a Consultant shall be upon the following terms: (a) if the
repurchase option gives the Company the right to repurchase the shares upon
Termination of Employment at not less than the Fair Market Value of the
shares to be purchased on the date of Termination of Employment, then (i) the
right to repurchase shall be exercised for cash or cancellation of purchase
money indebtedness for the shares within ninety (90) days of Termination of
Employment (or in the case of shares issued upon exercise of Options after
such date of termination, within ninety (90) days after the date of the
exercise) or such longer period as may be agreed to by the Administrator and
the person and (ii) the right shall terminate when the shares of Common Stock
become publicly traded; and (b) if the repurchase right gives the Company the
right to repurchase the shares upon Termination of Employment at the original
purchase price for such shares, then (i) the right to repurchase at the
original purchase price shall lapse at the rate of at least twenty percent
(20%) of the shares per year over five (5) years from the date the Option or
Restricted Stock award is granted (without respect to the date the Option or
Restricted Stock award was exercised or became exercisable) and (ii) the
right to repurchase shall be exercised for cash or cancellation of purchase
money indebtedness for the shares within ninety (90) days of Termination of
Employment (or, in the case of shares issued upon exercise of Options after
such date of Termination of Employment, within ninety (90) days after the
date of the exercise) or such longer period as may be agreed to by the
Committee and the person.

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SECTION 10.9     - INVESTMENT INTENT.

                 The Company may require a holder or other person purchasing
shares of Common Stock, as a condition of exercising or acquiring Common
Stock under any Option, to give written assurances satisfactory to the
Company as to the Holder's or other person's knowledge and experience in
financial and business matters and/or to employ a representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial
and business matters and that such holder or person is capable of evaluating,
alone or together with the representative, the merits and risks of exercising
the Option; and to give written assurances satisfactory to the Company
stating that the person is acquiring the stock subject to the Option for such
holder or person's own account and not with any present intention of selling
or otherwise distributing the Common Stock. The foregoing requirements, and
any assurances given pursuant to such requirements, shall be inoperative if
the issuance of the shares upon the exercise or acquisition of Common Stock
under the applicable Option has been registered under a then currently
effective registration statement under the Securities Act, or as to any
particular requirement, a determination is made by counsel for the Company
that such requirement need not be met in the circumstances under the then
applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the
transfer of the stock.

                                  ARTICLE XI
                               ADDITIONAL OPTIONS

SECTION 11.1     - Additional Options

                   (a) Subject to the limitations of Section 2.1, the
Committee may, in its absolute discretion, at or after the date of grant of
an Option, grant Additional Options. Additional Options may be granted with
respect to any outstanding Option.

                   (b) If, with the consent of the Committee pursuant to
Section 5.3(b)(ii), an Optionee exercises an Option that has an Additional
Option Feature by tendering or relinquishing shares of Common Stock and/or
when shares of Common Stock are tendered or relinquished in payment for the
amount to be withheld under applicable federal, state and local income tax
laws (at withholding rates not to exceed the Optionee's applicable marginal
tax rates) in connection with the exercise of an Option, the Optionee shall
automatically be granted an Additional Option. The Additional Option shall be
subject to the following provisions:

                       (i) The Additional Option shall cover the number of
         shares of Common Stock equal to the sum of (A) the number of shares of
         Common Stock tendered or relinquished as consideration upon the
         exercise of the Option to which such Additional Option Feature relates,
         and (B) the number of shares of Common Stock tendered or relinquished
         in payment of the amount to be withheld under applicable federal, state
         and local income tax laws in connection with the exercise of the Option
         to which such Additional Option Feature relates;

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                       (ii) The Additional Option may, in the Committee's
         absolute discretion, have an Additional Option Feature;

                       (iii) The Additional Option exercise price shall be 100%
         of the Fair Market Value per share (as determined under Section 4.2(b))
         on the date the Employee tenders or relinquishes shares of Common Stock
         to exercise the Option that has the Additional Option Feature and/or
         tenders or relinquishes shares of Common Stock in payment of income tax
         withholding on the exercise of an Option that has the Additional Option
         Feature; and

                       (iv) The Additional Option shall have the same
         termination date and other termination provisions as the underlying
         Option that had the Additional Option Feature.

                                      * * *

                 I hereby certify that the foregoing amendment to the Plan
was duly adopted by the Board of Directors of PETCO Animal Supplies, Inc. on
October 23, 2000.

                 Executed this 15th day of February, 2001.

                                        /s/ JAMES M. MYERS
                                      ----------------------------------------
                                      James M. Myers
                                      Secretary

                                      * * *

                 I hereby certify that the foregoing Plan was duly approved
by the stockholders of PETCO Animal Supplies, Inc. on February 15, 2001.

                 Executed this 15th day of February, 2001.

                                        /s/ JAMES M. MYERS
                                      ----------------------------------------
                                      James M. Myers
                                      Secretary

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