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                              STARBUCKS CORPORATION
                                1991 COMPANY-WIDE
                               STOCK OPTION PLAN:
                            RULES OF THE UK SUB-PLAN
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As adopted by a resolution by the Compensation Committee of the Board on

September 28, 1999 as amended on August 28, 2000


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STARBUCKS CORPORATION 1991 COMPANY-WIDE STOCK OPTION PLAN: RULES OF THE UK
SUB-PLAN

1 INTRODUCTION

For the purpose of granting options under a scheme approved by the Inland
Revenue under Schedule 9, the terms of the Starbucks Corporation 1991
Company-Wide Stock Option Plan (the "Main Plan") shall be applied to any option
which is designated as a "UK Approved Option" in the relevant Agreement, subject
to the modifications set out in the following Rules.

2 DEFINITIONS


2.1     Where the context so admits, the definitions in the Main Plan also apply
        to these Rules. In addition, in these Rules:


        "Associated Company"         has the same meaning as in Section 416 of
                                     the UK Act;

        "Company"                    means Starbucks Corporation, incorporated
                                     under the laws of the State of Washington,
                                     USA, whose principal office is at 2401 Utah
                                     Avenue South, Seattle, WA 98134, USA by
                                     whatever name known from time to time;

        "Control"                    has the same meaning as in Section 840 of
                                     the UK Act;

        "Exchange Rate"              for any day means the average of the buying
                                     and the selling prices Pounds Sterling for
                                     US Dollar spot rates at close for that day,
                                     as quoted by the Financial Times newspaper
                                     (or a similar publication selected by the
                                     Committee);

        "Group"                      means the Company and any other companies
                                     of which the Company has Control and
                                     "member of the Group" shall be construed
                                     accordingly;

        "Inland Revenue"             means the Board of Inland Revenue of the
                                     United Kingdom;

        "Main Plan"                  means the Starbucks Corporation 1991
                                     Company-Wide Stock Option Plan as amended
                                     and restated by shareholders on June 4,


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                                     1998, as from time to time further amended;

        "Market Value"               means, on any date, the closing price of a
                                     share as reported by the Nasdaq Stock
                                     Market, Inc. provided that the Inland
                                     Revenue Shares Valuation Division has
                                     agreed to this in advance, or otherwise the
                                     market value of a share determined in
                                     accordance with the provision of Part VIII
                                     of the United Kingdom Taxation of
                                     Chargeable Gains Act 1992 and agreed for
                                     the purposes of the UK Sub-Plan with the
                                     Inland Revenue on or before that date;

        "Qualifying Partner"         means any employee of a member of the Group
                                     who is not a director or officer, PROVIDED
                                     THAT to be a Qualifying Partner such
                                     employee must be chargeable to tax in
                                     respect of his office or employment under
                                     Case I of Schedule E;

        "Schedule 9"                 means Schedule 9 to the UK Act;

        "Subsisting Option"          means an option which has neither lapsed
                                     nor been exercised;

        "UK Act"                     means the United Kingdom Income and
                                     Corporation Taxes Act 1988;

        "UK Approved Option"         means an option to acquire Shares granted
                                     under the UK Sub-Plan;

        "UK Sub-Plan"                means the UK Sub-Plan of the Main Plan
                                     established by these Rules, as from time to
                                     time amended.

2.2    Where the context so admits, any reference in these Rules:

       A.   to the singular number shall be construed as if it referred also to
            the plural number and vice versa;

       B.   to the masculine gender shall be construed as if it referred also to
            the feminine gender; and


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       C.   to a statute or statutory provision shall be construed as if it
            referred also to that statute or statutory provision as for the time
            being modified, extended or re-enacted.


2.3     The headings in these Rules are for convenience only and shall not
        affect their construction.

3       GRANT OF OPTIONS


3.1     No UK Approved Option shall be granted to any person who is not a
        Qualifying Partner on the date of grant or who is precluded from
        participating in the UK Sub-Plan by paragraph 8 of Schedule 9.

3.2     No UK Approved Option shall be granted over Shares which do not satisfy
        the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9.

3.3     The exercise price per Share for a UK Approved Option shall not be less
        than 100% of the Market Value of a Share on the date the Option is
        granted.

3.4     Any UK Approved Option granted to a Qualifying Partner on any date shall
        be limited and take effect so that the aggregate Market Value of the
        Shares subject to that option and any other shares subject to Subsisting
        Options granted to him under the UK Sub-Plan or any other scheme (not
        being a savings-related share option scheme) approved under Schedule 9
        and established by the Company or any Associated Company of the Company
        does not exceed or further exceed the limit in paragraph 28 of Schedule
        9. For the purpose of this Rule 3.4, the Market Value of Shares shall be
        calculated as at the time the options in relation to those shares were
        granted or at such earlier time or times as may have been agreed in
        writing with the Inland Revenue and, where relevant, shall be converted
        into Pounds Sterling at the Exchange Rate.

4       EXERCISE OF OPTIONS

4.1     An Optionee may not exercise a UK Approved Option at any time when he is
        precluded from participating in the UK Sub-Plan by paragraph 8 of
        Schedule 9.

4.2     No UK Approved Option may be exercised unless the Shares which may be
        acquired on such exercise satisfy the conditions specified in paragraphs
        10 to 14 inclusive of Schedule 9.


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4.3     The exercise price for the Shares as to which a UK Approved Option is
        exercised shall be paid in cash. No Shares acquired on exercise of a UK
        Approved Option may be paid for by tender of previously-owned Shares.

4.4     Shares shall be delivered upon the exercise of a UK Approved Option
        within 30 days of the exercise date.


4.5     In the event of the death of an Optionee, a UK Approved Option may only
        be exercised by the Optionee's legal personal representatives and may
        not be exercised more than one year after the date of his death.

5       CHANGE OF CONTROL


5.1     Subject to Rules 5.3, 5.4 and 5.5 if a company (the "Acquirer"):

        A.  obtains Control of the Company as a result of making:

            -   a general offer to acquire the whole of the issued Common Stock
                of the Company, which is made on a condition such that if it is
                satisfied the Acquirer will have such Control; or

            -   a general offer to acquire all the Shares; or

        B.  obtains Control of the Company in pursuance of a compromise or
            arrangement sanctioned by the court under Section 425 of the United
            Kingdom Companies Act 1985 or Article 418 of the Companies (Northern
            Ireland) Order 1986; or

        C.  becomes bound or entitled to acquire shares in the Company under
            Sections 428 to 430 of the said Act of 1985 or Articles 421 to 423
            of the said Order of 1986

        an Optionee may, by agreement with the Acquirer, at any time within the
        Appropriate Period, release his rights under his UK Approved Option
        ("Old Rights") in consideration of the grant to him of rights ("New
        Rights") which are equivalent to the Old Rights but relate to shares in
        the Acquirer or some other company falling within paragraphs 10 (b) or
        (c) of Schedule 9.


5.2     In Rule 5.1, "Appropriate Period" means:

        A.  in a case falling within paragraph a, the period of six months
            beginning with the time when the Acquirer has obtained Control of
            the Company and any condition subject to which the offer is made is
            satisfied;

        B.  in a case falling within paragraph b, the period of six months
            beginning with the time when the court sanctions the compromise or
            arrangement; and


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        C.  in a case falling within paragraph c, the period during which the
            Acquirer remains bound or entitled as mentioned in that paragraph.

5.3     For the purposes of this Rule 5, references to Sections 425 and 428 to
        430 of the Companies Act 1985 and Articles 418 and 421 to 423 of the
        Companies (Northern Ireland) Order 1986 shall be construed, where the
        relevant event occurs in a jurisdiction other than that of the United
        Kingdom, as being references to similar legislation acceptable to the
        Inland Revenue.


5.4     The New Rights shall not be regarded for the purpose of Rule 5.1 as
        equivalent to the Old Rights unless:

        A.  the shares to which the New Rights relate satisfy the conditions
            specified in paragraphs 10 to 14 inclusive of Schedule 9;

        B.  the total Market Value, immediately before the release, of the
            Shares which were subject to the Old Rights is equal to the total
            Market Value, immediately after the grant, of the shares in respect
            of which the New Rights are granted;

        C.  the total amount payable by the Optionee for the acquisition of
            shares on complete exercise of the New Rights is equal to the total
            amount which would have been payable for the acquisition of Shares
            on complete exercise of the Old Rights; and

        D.  the New Rights will be exercisable in the same manner as the Old
            Rights and subject to the provisions of the UK Sub-Plan as it had
            effect immediately before the release of the Old Rights, except that
            the term "Shares" shall mean the shares to which the New Rights
            relate and the term "Company" shall mean the company of which those
            shares form part of the share capital.


5.5     Rights may only be released under Rule 5.1 at a time when the relevant
        UK Approved Option is exercisable pursuant to Section 5.9 of the Main
        Plan.

6       ADJUSTMENT OF OPTIONS

6.1     No adjustment shall be made to a UK Approved Option, under Section 7 of
        the Main Plan, except for variation in the share capital of the Company
        by way of capitalisation or rights issue, consolidation, subdivision or
        reduction of capital or otherwise.

6.2     No adjustment to a UK Approved Option, under Section 7 of the Main Plan,
        shall take effect until it has been approved by the Inland Revenue.


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7       AMENDMENT OF THE UK SUB-PLAN

        No amendment which is made to these Rules or to any of the provisions of
        the Main Plan which affect options granted under the UK Sub-Plan shall
        be applicable to UK Approved Options until it has been approved by the
        Inland Revenue.