Quality Food Centers, Inc.
                           Deferred Compensation Plan

I.   PURPOSE

     The purpose of this Deferred Compensation Plan is to permit a select group
     of management or highly compensated employees of Qualified Food Centers,
     Inc. and its subsidiaries to defer income which would otherwise become
     payable to them.

II.  DEFINITIONS AND CERTAIN PROVISIONS

     2.1  "Agreement" means the Plan Agreement(s) executed between a Participant
          and the Company, whereby a Participant agrees to defer a portion of
          his Salary or Bonus, or both, pursuant to the provisions of the Plan,
          and the Company agrees to make benefit payments in accordance with the
          provisions of the Plan. In the event the terms of the Agreement
          conflict with the terms of the Plan, the terms of the Plan shall be
          controlling.

     2.2  "Beneficiary" means the person or persons who under this Plan becomes
          entitled to receive a Participant's interest in the event of the
          Participant's death.

     2.3  "Board of Directors" means the Board of Directors of the Company.

     2.4  "Bonus" mean any amount(s) payable during a calendar year to a
          Participant under the Company's bonus programs.

     2.5  "Code" means the Internal Revenue Code for 1986, as amended and any
          lawful regulations or other pronouncements promulgated thereunder.

     2.6  "Committee" means Marc Evanger, Charles Griffin and Dan Kourkoumelis.

     2.7  "Company" means Quality Food Centers, Inc., a corporation, and its
          subsidiaries and any successor in interest. For purposes of the Plan,
          a subsidiary is a corporation, 50% or more of the voting shares of
          which are owned directly or indirectly by the Company, which is
          incorporated under the laws of one of the states of the United States.

     2.8  "Compensation Committee" means the Compensation Committee of the Board
          of Directors.

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     2.9  "Deferral Year" means the calendar year.

     2.10 "Deferred Benefit Account" means the cumulative total dollar amount
          that a Participant elects to defer in the Agreement, including gains
          and losses pursuant to Section 3 as maintained on the books of the
          Company for a Participant under this Plan. A Participant's Deferred
          Benefit Account shall not constitute or be treated as a trust fund of
          any kind.

     2.11 "Determination Date" means the date on which the amount of a
          Participant's Deferred Benefit Account is determined as provided in
          Article III hereof. The last day of each calendar quarter shall be a
          Determination Date.

     2.12 "Disability" shall have the same meaning as the phrase "Totally and
          Permanently Disabled" under the Quality Food Centers, Inc. Deferred
          Contribution Profit Sharing Plan. The determination of a Participant's
          having become Disabled shall be made by the Retirement Committee of
          the Quality Food Centers, Inc. Deferred Contribution Profit Sharing
          Plan.

     2.13 "Effective Date" means December 1, 1994.

     2.14 "Participant" means an employee of the Company, or its subsidiaries or
          affiliated companies, who is eligible to participate in the Plan
          pursuant to Article III, who has executed an Agreement with the
          Company, and who has commenced Salary or Bonus, or both Salary and
          Bonus, reductions pursuant to such Agreement.

     2.15 "Plan" means this Quality Food Centers, Inc. Deferred Compensation
          Plan, as amended from time to time.

     2.16 "Salary" means a Participant's base salary which would be received
          during a calendar year if no election to defer were made, including
          any 401(k) contributions or any pre-tax contributions under the
          Company's flexible benefit plan.

     2.17 "Termination of Service" means a Participant's cessation of his
          service with the Company for any reason whatsoever, whether
          voluntarily or involuntarily, including by reason of retirement, death
          or Disability.

     2.18 "Years of Service" shall have the same meaning as defined under the
          Quality Food Centers, Inc. Deferred Contribution Profit Sharing Plan.

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III. PARTICIPATION AND COMPENSATION REDUCTION

     3.1  Participation. Participation in the Plan shall be limited to employees
          of the Company who elect to participate in the Plan by filing an
          Agreement with the Committee prior to the first day of the deferral
          period in which a Participant's participation commences in the Plan.
          The election to participate shall be effective upon receipt by the
          Committee of the Agreement that is properly completed and executed in
          conformity with the Plan.

     3.2  Minimum and Maximum Deferral and Length of Participation. A
          Participant may elect to defer up to 50% of his Salary and up to 100%
          of his Bonus.

          In no event may the amount of a Participant's deferral be less than
          $1,000 in any Deferral Year during which a Participant has elected to
          defer a portion of his Salary or Bonus, or both. A Participant shall
          make an annual election for the upcoming Deferral Year in the year
          preceding the Deferral Year for which the election is being made.
          Except as provided in Section 3.5, "Emergency Benefit: Waiver of
          Deferral," any election so made shall be irrevocable with respect to
          Salary and Bonus applicable to that Deferral Year.

     3.3  Timing of Deferral Credits. The amount of Salary or Bonus, or both
          that a Participant elects to defer in the Agreement shall cause an
          equivalent reduction in the Participant's Salary and Bonus,
          respectively. Deferrals shall be credited throughout each Deferral
          Year as the Participant is paid the non-deferred portion of Salary and
          Bonus for such Deferral Year.

     3.4  New Participants. Subsequent to December 1, 1994, an employee
          designated a Participant shall be eligible to participate in the Plan
          thirty (30) days after satisfying the criteria for participation. The
          eligible employee shall be bound by all terms and conditions of the
          Plan, provided, however, that his Agreement must be filed no later
          than thirty (30) days following his eligibility to participate.

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     3.5  Emergency Benefit: Waiver of Deferral. In the event that the
          Committee, upon written petition of a Participant or his Beneficiary,
          determines in its sole discretion, that such Participant or his
          Beneficiary has suffered an unforeseeable financial emergency, the
          Company shall pay to the Participant or his Beneficiary as soon as
          possible following such determination, an amount from the
          Participant's Deferred Benefit Account not in excess of the amount
          necessary to satisfy the emergency. For purposes of this Plan, an
          "unforeseeable financial emergency" is an unanticipated emergency that
          is caused by an event beyond the control of the Participant or
          Beneficiary and that would result in severe financial hardship to the
          individual if the emergency distribution were not permitted. Cash
          needs arising from foreseeable events, such as the purchase of a
          residence or education expenses for children shall not be considered
          the result of an unforeseeable financial emergency. For purposed of
          this Plan, an "unforeseeable financial emergency" is limited to an
          event described in Treasury Regulation section
          1.401(k)-1(d)(2)(iv)(A)(1) or (4). For purposes of this Plan, a
          distribution is in "the amount necessary to satisfy the emergency"
          only if the requirements of Treasury Regulation section
          1.401(k)-1(d)(2)(iv)(B) are satisfied. The Committee shall also grant
          a waiver of the Participant's agreement to defer a stated amount of
          Salary and Bonus upon finding that the Participant has suffered an
          unforeseeable financial emergency. The waiver shall be for such period
          of time as the Committee deems necessary under the circumstances to
          relieve the hardship.

     3.6  Crediting of Earnings. As of the close of business on each
          Determination Date the designated Deferred Benefit Account of each
          Participant shall be valued and adjusted as if such accounts held
          actual assets and such assets were among such investment funds as the
          Participant, retired Participant or Beneficiary elected pursuant to
          Section 3.8. As of each Determination Date the Deferred Benefit
          Accounts of each Participant shall be adjusted to reflect the effect
          of income, collected and accrued, realized and unrealized profits and
          losses, expenses which would have been incurred in connection with the
          sale, investment and reinvestment of the investment funds (such as
          brokerage, postage, express and insurance charges and transfer taxes)
          and all other transactions with respect to the funds, and the
          Participant's allocable share of an amount equal to the costs of
          administration of the Plan and any Trust established under Section 6.1
          (including accounting and legal fees, trustee fees, valuation fees and
          other similar expenses) to the extent the Company does not elect in
          its sole discretion to assume liability for such costs, as follows:

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          (a)  The current market value of the assets which would have been held
               in each of the funds shall be determined by the Committee, and

          (b)  The separate balances of each Participant's Deferred Benefit
               Account under each of the related funds shall be adjusted by
               multiplying by the ratio that the current market value of such
               funds as determined above bears to the aggregate of the Deferred
               Benefit Account balances which would have been held under such
               fund if such fund held actual assets.

          The current market value shall be fair market value on the
          Determination Date as determined by the Committee in accordance with
          generally accepted valuation principles applied on a consistent basis.
          Each Participant's Deferred Benefit Account shall then be
          appropriately credited with his deferred amounts as set forth in
          Section 3.7.

     3.7  Determination of Account. The balance of each Participant's Deferred
          Benefit Account as of each Determination Date shall be the Ending
          Balance calculated as follows, using the terms and methods in the
          order defined below:

          (a)  Beginning Balance:

               The balance on the beginning of the first day of the quarter.
               This equals the Ending Balance as of the end of the day on the
               prior Determination Date.

          (b)  Sub-Ending Balance:

               The Beginning Balance, less any distributions made after the
               prior Determination Date and up through and including the current
               Determination Date.

          (c)  Investment Earnings:

               Investment earnings, gains and losses determined pursuant to
               Section 3.6 will be credited to each Participant's Deferred
               Benefit Account as of each Determination Date.

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          (d)  Participant Deferrals and Interest:

               Participant deferrals made after the prior Determination Date and
               up through and including the current Determination Date, plus
               amounts credited pursuant to an investment election under Section
               3.8, or if no such election is made or permitted, interest at a
               rate equivalent to the per annum secondary market discount rate
               for six-month U.S. Treasury Bills as published by the Federal
               Reserve Board for the calendar week ending prior to January 1
               (for interest to be credited for either of the two subsequent
               fiscal quarters ending March 31 or June 30) or prior to July 1
               (for interest to be credited for either of the subsequent fiscal
               quarters ending on September 30 or October 31), from the date
               credited pursuant to Section 3.3 through such Determination Date.

          (e)  Ending Balance:

               The Sub-Ending Balance plus investment earnings, gains and losses
               and Participant Deferrals and Interest.

     3.8  Investment Funds and Elections. Participants, retired Participants,
          and Beneficiaries may elect that their Deferred Benefit Account be
          credited with earnings, gains and losses as if such accounts held
          actual assets and such assets were among such investment funds as the
          Company may designate. Any such direction of investment shall be
          subject to such rules as the Company and the Committee may prescribe,
          including, without limitation, rules concerning the manner of
          providing investment directions, the frequency of changing such
          investment directions, and method of crediting earnings, gains and
          losses for any portion of a Deferred Benefit Account which is not
          covered by any valid investment directions. The investment funds which
          the Company may designate shall include but not be limited to the
          following types of funds, which can be managed on an individual basis
          or as part of a mutual fund, as the Company shall determine:

          (a)  money market funds;
          (b)  common stock funds;
          (c)  bond funds;
          (d)  balanced funds;
          (e)  investment funds which are primarily invested in insurance
               contracts; and
          (f)  investment funds which are provided for under insurance
               contracts;
          (g)  funds invested in U.S. Treasury Bills.

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          The Company shall have the sole discretion to determine the number of
          investment funds to be designated hereunder and the nature of the
          funds and may change or eliminate the investment funds provided
          hereunder from time to time. The Committee shall determine the rate of
          earnings, gains and losses to be credited to Participant's Deferred
          Benefit Accounts under this Plan with respect to any such investment
          fund for any period, taking into account the return, net of any
          expenses which would have been incurred in connection with the sale,
          investment and reinvestment of the investment funds (such as
          brokerage, postage, express and insurance charges and transfer taxes),
          of such investment funds for such period.

     3.9  Reallocations. A Participant may elect to reallocate, effective as of
          the first Determination Date following his election, all or any whole
          percentage portion of his Deferred Benefit Account.

     3.10 Vesting of Deferred Benefit Account. A Participant shall be 100
          percent vested in his Deferred Benefit Account equal to the amount of
          Salary and Bonus he deferred into the Deferred Benefit Account and the
          earnings, gains or losses credited thereon.

IV.  BENEFITS

     4.1  Inservice Distribution. At the time a Participant executes an
          Agreement, he may elect to receive a return of his deferrals. The
          amount of the return of deferral shall be equal to the lesser of the
          amount deferred in a specific year or the Participant's Deferred
          Benefit Account. Each such return of deferral shall be made in a lump
          sum as soon as administratively feasible on or after the last business
          day of December, commencing no sooner than the fifth year following
          the year in which the deferral is earned, provided that the
          Participant continues in the employ of the Company, its subsidiary or
          affiliated company until such date. Once the Participant elects to
          receive his return of deferral, the election shall be irrevocable. A
          return of deferral pursuant to this Section 4.1 shall only be paid
          prior to a Participant's Termination of Service. Any return of
          deferral paid shall be deemed a distribution, and shall be deducted
          from the Participant's Deferred Benefit Account. A separate return of
          deferrals election shall be made for each Deferral Year.

     4.2  Termination Benefit. Subject to Section 4.5 below, upon a
          Participant's termination of employment, he shall be entitled to
          receive the amount of his Deferred Benefit Account. The form of
          benefit payment, and the commencement of such benefit, shall be as
          provided in Sections 4.5 and 4.8.

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     4.3  Death Benefits. Upon the death of a Participant or a retired
          Participant, the Beneficiary of such Participant shall receive the
          Participant's remaining Deferred Benefit Account. Payment of a
          Participant's remaining Deferred Benefit Account shall be in
          accordance with Sections 4.5 and 4.8.

     4.4  Disability. In the event of a Termination of Service due to Disability
          prior to his Retirement Date, a disabled Participant may receive his
          remaining Deferred Benefit Account. Payment of a Participant's
          remaining Deferred Benefit Account shall be in accordance with
          Sections 4.5 and 4.8.

     4.5  Form of Benefit Payment.

          (a)  Subject to Sections 9.1 and 9.2 and subject to such rules,
               procedures, limits and restrictions as the committee may
               establish from time to time, a Participant, as a part of his
               Agreement for any Deferral Year, may elect that distributions
               payable under Sections 4.2, 4.3, and 4.4 attributable to such
               Deferral Year shall be made in a lump sum or in the form of
               monthly installments over a period of 60, 120 or 180 months.

          (b)  Initially, the amount of any installments under any installment
               form of payment shall be equal to the balance of the Accounts to
               be distributed divided by the number of installments to be paid.
               The amount of the installment payments shall be recomputed
               annually and the installment payments shall be increased or
               decreased to reflect any changes in the Accounts due to
               fluctuations in earnings, gains and losses on the remaining
               balance and the number of remaining installments.

     4.6  Lump Sum Payments.

          (a)  Notwithstanding any other provision of this Plan, any Participant
               who has a Deferred Benefit Account hereunder may, at any time,
               elect to receive and immediate lump sum payment of the balance of
               his Deferred Benefit Account, reduced by a penalty equal to ten
               percent (10%) of the Participant's Deferred Benefit Account as of
               the Determination Date. The ten percent (10%) penalty shall be
               permanently forfeited and shall not be paid to, or in respect
               of, the Participant.

          (b)  Whenever a Participant receives a lump sum payment under section
               4.6(a), the Participant must cease all deferrals under his Plan
               effective as of the date of the lump sum payment and may not

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               resume or elect to make any new deferrals under this Plan until
               the next Plan Year beginning after 12 months following receipt of
               the lump sum payment.

          (c)  In the event no such request is made by a Participant, a retired
               or disabled Participant or Beneficiary, the Plan and Agreement
               shall remain in full force and effect.

     4.7  Tax Withholding. The Company shall withhold from each Participant's
          non-deferred compensation any taxes required to be withheld under
          state, local or federal law with respect to compensation deferred
          hereunder. The amounts deferred hereunder and required to be taken
          into account for FICA purposes for a calendar year shall be treated as
          paid for withholding purposes on the last day of such calendar year
          notwithstanding the fact that amounts may be credited earlier.

     4.8  Commencement of Payments. Unless otherwise provided, commencement of
          payments under this Plan shall be as soon as administratively feasible
          on or after the last business day of the month following the
          Determination Date after receipt of notice and approval by the
          Committee of an event which entitles a Participant or a Beneficiary to
          payments under this Plan. Amounts payable hereunder shall be credited
          with interest from the Determination Date to the day prior to payment
          at a rate yielding interest equivalent to the per annum secondary
          market discount rate for six-month U.S. Treasury Bills as published by
          the Federal Reserve Board for the calendar week ending prior to
          January 1 (for interest to be credited for either of the subsequent
          fiscal quarters ending March 31 or June 30) or prior to July 1 (for
          interest to be credited for either of the subsequent fiscal quarters
          ending on September 30 or December 31) or the amount credited under
          Section 3.8 as applicable.

     4.9  Recipients of Payments: Designation of Beneficiary. All payments to be
          made by the Company under the Plan shall be made to the Participant
          during his lifetime, provided that if the Participant dies prior to
          the completion of such payments, then all subsequent payments under
          the Plan shall be made by the Company to the Beneficiary determined in
          accordance with this Section. The Participant may designate a
          Beneficiary by filing a written notice of such designation with the
          Committee in such form as the Committee requires and may include
          contingent Beneficiaries. The Participant may from time-to-time change
          the designated Beneficiary by filing a new designation in writing with
          the Committee. If no designation is in effect at the time when any
          benefits payable under this Plan shall become due, the Beneficiary
          shall be the spouse of the Participant, or if no spouse is then
          living, the representatives of the Participant's estate.

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V.   RIGHTS OF PARTICIPANTS

     5.1  Creditor Status of Participants. The deferral amounts of a Participant
          shall be an unfunded, unsecured promise of the Company to make benefit
          payments in the future and shall be liabilities solely against the
          general assets of the Company. The Company shall not be required to
          segregate or set aside or escrow the deferral amounts or any earnings,
          gains and losses credited thereon. With respect to amounts credited to
          any Accounts hereunder and any benefits payable hereunder, a
          Participant and his Beneficiary shall have the status of general
          unsecured creditors of the Company by which such Participant is
          employed and may look only to the Company and its general assets for
          payment of such Accounts and benefits.

     5.2  Rights with Respect to the Trust. Any trust, and any assets held
          thereby to assist the Company in meeting its obligation under the
          Plan, shall in no way be deemed to controvert the provisions of the
          preceding Section.

     5.3  Investments. In the Company's sole discretion, it may acquire
          insurance policies, annuities or other financial vehicles for the
          purpose of providing future assets to meet its anticipated liabilities
          under this Plan. Such policies, annuities or other investments, shall
          at all times be and remain unrestricted general property and assets of
          the Company or property of a trust established pursuant to Article VI
          hereof. Participants and beneficiaries shall have no rights, other
          than as general creditors, with respect to such policies, annuities or
          other acquired assets.

VI.  TRUST

     6.1  Establishment of Trust. Notwithstanding any other provision or
          interpretation of this Plan the Company may establish a Trust in which
          to hold cash, insurance polices or other assets to be used to make, or
          reimburse the Company for, payments to the Participants or
          beneficiaries of all or part of the benefits under this Plan. Any
          Trust assets shall at all times remain subject to the claims of
          general creditors of the Company in the event of its insolvency as
          more fully described in the Trust.

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     6.2  Obligation of the Participating Employers. Notwithstanding the fact
          that a Trust may be established under Section 6.1, the Company shall
          remain liable for paying the benefits under this Plan. However, any
          payment of benefits to a Participant or Beneficiary made by such a
          Trust shall satisfy the Company's obligation to make such payment to
          such person.

     6.3  Trust Terms. A Trust established under Section 6.1 may contain such
          terms as the Company may determine to be necessary or desirable. The
          Company may terminate or amend a Trust established under Section 6.1
          at any time, and in any manner it deems necessary or desirable,
          subject to the terms of any agreement under which any such Trust is
          established or maintained.

VII. CLAIMS FOR BENEFITS PROCEDURE

     7.1  Claim for Benefits. Any claim for benefits under the Plan shall be
          made in writing to any member of the Committee. If such claim is
          wholly or partially denied by the Committee, the Committee shall,
          within a reasonable period of time, but not later than sixty (60) days
          after receipt of the claim, notify the claimant of the denial of the
          claim. Such notice of denial shall be in writing and shall contain:

          (a)  The specific reason or reasons for denial of the claim;

          (b)  A reference to the relevant Plan provisions upon which the denial
               is based;

          (c)  A description of any additional material or information necessary
               for the claimant to perfect the claim, together with an
               explanation of why such material or information is necessary; and

          (d)  An explanation of the Plan's claim review procedure.

          If no such notice is provided, the claim shall be deemed to have been
          denied.

     7.2  Request for Review of a Denial of a Claim for Benefits. Upon the
          receipt by the claimant of written notice of denial of the claim, the
          claimant may file a written request to the Committee, requesting a
          review of the denial of the claim, which review shall include a
          hearing if deemed necessary by the Committee. In connection with the
          claimant's appeal of the denial of his claim, he may review relevant
          documents and may submit issues and comments in writing.

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     7.3  Decision Upon Review of Denial of Claim for Benefits. The Committee
          shall render a decision on the claim review promptly, but no more than
          sixty (60) days after the receipt of the claimant's request for
          review, unless special circumstances (such as the need to hold a
          hearing) require an extension of time, in which case the sixty (60)
          day period shall be extended to 120 days. Such decision shall:

          (a)  Include specific reasons for the decision;

          (b)  Be written in a manner calculated to be understood by the
               claimant; and

          (c)  Contain specific references to the relevant Plan provisions upon
               which the decision is based.

          The decision of the Committee shall be final and binding in all
          respects on both the Company and the claimant.

VIII. ADMINISTRATION

     8.1  Committee. The Plan shall be administered by the Committee. The
          Committee shall elect one of its members as chairman. Members of the
          Committee shall not receive compensation for their services. Committee
          expenses shall be paid by the Company. Members of the Committee or
          agents of the Committee may be Participants under the Plan. No member
          of the Committee who is also a Participant shall be involved in the
          decisions of the Committee regarding any determination of any claim
          for benefit with respect to himself.

     8.2  General Right, Powers, and Duties of Committee. The Committee shall be
          responsible for the management, operation, and administration of the
          Plan. The Committee may designate a Committee member or an officer of
          the Company as Plan Administrator. Absent such delegation, the
          Committee shall be the Plan Administrator. The Plan Administrator
          shall perform duties as designated by the Committee. In addition to
          any powers, rights and duties set forth elsewhere in the Plan, it
          shall have the following powers and duties:

          (a)  To adopt such rules and regulations consistent with the
               provisions of the Plan as it deems necessary for the proper and
               efficient administration of the Plan;

          (b)  To administer the Plan in accordance with its terms and any rules
               and regulations it establishes;

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          (c)  To maintain record concerning the Plan sufficient to prepare
               reports, returns and other information required by the Plan or by
               law;

          (d)  To construe and interpret the Plan including any doubtful or
               contested terms and resolve all questions arising under the Plan;

          (e)  To direct the Company to pay benefits under the Plan, and to give
               such other directions and instructions as may be necessary for
               the proper administration of the Plan;

          (f)  To employ or retain agents, attorneys, actuaries, accountants or
               other persons, who may also be Participants in the Plan or be
               employed by or represent the Company, as it deems necessary for
               the effective exercise of its duties, and may delegate to such
               agents any power and duties, both ministerial and discretionary,
               as it may deem necessary and appropriate; and

          (g)  To be responsible for the preparation, filing and disclosure on
               behalf of the Plan of such documents and reports as are required
               by any applicable Federal or State law.

     8.3  Information to be Furnished to Committee. The Company shall furnish
          the Committee such data and information as it may require. The records
          of the Company shall be determinative of each Participant's period of
          employment, termination of employment and the reason therefor, leave
          of absence, reemployment, Years of Service, personal data, and Salary
          and Bonus reductions. Participants and their Beneficiaries shall
          furnish to the Committee such evidence, data, or information, and
          execute such documents as the Committee requests.

     8.4  Responsibility. No member of the Committee, the Compensation Committee
          or the Board of Directors of the Company shall be liable to any person
          for any action taken or omitted in connection with the administration
          of this Plan.

     8.5  Committee Review. Any action on matters within the discretion of the
          Committee shall be final and conclusive as to all Participants,
          retired Participants, Beneficiaries and other persons claiming rights
          under the Plan. The Committee shall exercise all of the powers, duties
          and responsibilities set forth hereunder in its sole discretion.

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IX.  AMENDMENT AND TERMINATION

     9.1  Amendment. The Plan may be amended in whole or in part by either the
          Board of Directors or the Compensation Committee at any time. Notice
          of any such amendment shall be given in writing to the Committee and
          to each Participant and each Beneficiary. No amendment shall decrease
          the value of a Participant's Deferred Benefit Account or deprive the
          Participant or Beneficiary of any rights to which he would have been
          entitled if the Plan had been terminated immediately prior to the
          effective date of said amendment; provided, however, that a change in
          the rate of earnings or interest on a Participant's Deferred Benefit
          Account pursuant to the Company's selection or change of investment
          funds under Section 3.8 shall not be deemed to decrease the value of a
          Participant's Deferred Benefit Account or deprive the Participant or
          Beneficiary of any rights to which he would have been entitled if the
          Plan had been terminated.

     9.2  Company's Right to Terminate. The Board of Directors may terminate the
          Plan and may terminate any Agreements pertaining to the Participant at
          any time after the Effective Date of the Plan. In the event of any
          such termination, the Participant shall be entitled to the amount of
          his Deferred Benefit Account determined under Section 3.7 as of the
          date of any such termination. Such benefit shall be paid to the
          Participant in quarterly installments over a period of no more than
          ten (10) years, except that the Company, in its sole discretion, may
          pay out such benefit in a lump sum or in installments over a period
          shorter than ten (10) years. Section 4.5 is expressly made subject to
          the provisions of this Section 9.2.

X.   MISCELLANEOUS

     10.1 No Implied Rights: Rights on Termination of Service. Neither the
          establishment of the Plan nor any amendment thereof shall be construed
          as giving any Participant, retired Participant, Beneficiary, or any
          other person any legal or equitable right unless such right shall be
          specifically provided for in the Plan or conferred by specific action
          of the Company in accordance with the terms and provisions of the
          Plan. Except as expressly provided in this Plan, the Company shall not
          be required or be liable to make any payment under the Plan.

     10.2 No Right to Company Assets. Neither the Participant nor any other
          person shall acquire by reason of the Plan any right in or title to
          any assets, funds or property of the Company whatsoever including,
          without limiting the generality of the foregoing, any specific funds,
          assets, or other property which the Company, in its sole discretion,
          may set aside. Any benefits which become payable hereunder shall be
          paid from the general assets of the Company. The Participant shall
          have only a contractual 

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<PAGE>
          right to the amounts, if any, payable hereunder unsecured by any asset
          of the Company. Nothing contained in the Plan constitutes a guarantee
          by the Company that the assets of the Company shall be sufficient to
          pay any benefit to any person.

     10.3 No Employment Rights. Nothing herein shall constitute a contract of
          employment or of continuing service or in any manner obligate the
          Company to continue the services of the Participant, or obligate the
          Participant to continue in the service of the Company, or as a
          limitation of the right of the Company to discharge any of its
          employees, with or without cause. Nothing herein shall be construed as
          fixing or regulating the Salary and Bonus payable to a Participant.

     10.4 Offset. If, at the time payments or installments of payments are to be
          made hereunder, a Participant, retired Participant or Beneficiary are
          indebted or obligated to the Company, then the payments remaining to
          be made to such Participant, retired Participant, or Beneficiary may,
          at the discretion of the Company, be reduced by the amount of such
          indebtedness or obligation, provided, however, that an election by the
          Company not to reduce any such payment or payments shall not
          constitute a waiver of its claim for such indebtedness or obligation.

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

     10.6 Successors, Mergers, and Consolidations. The Plan and any Agreement
          thereunder shall inure to the benefit of and be binding upon (i) the
          Company and its successors and assigns, including without limitation,
          any corporation into which the Company may be merged or consolidated,
          or which acquires all or substantially all of the assets and business
          of the Company and (ii) Participants and their heirs, executors,
          administrators and legal representatives.

     10.7 Notice. Any notice required or permitted to be given under the Plan
          shall be sufficient if in writing and hand delivered, or sent by
          registered or certified mail, and if given to the Company, delivered
          to the principal office 

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<PAGE>
          of the Company, directed to the attention of the Committee. Such
          notice shall be deemed given as of the date of delivery or, if
          delivery is made by mail, as of the date shown on the postmark or the
          receipt for registration or certification.

     10.8 Governing Laws. The Plan shall be construed and administered according
          to the laws of the State of Washington.

IN WITNESS WHEREOF, the Company has adopted this DEFERRED COMPENSATION PLAN as
of December 1, 1994.

Quality Food Centers, Inc.


By: ______________________________

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