COSTCO DEFERRED COMPENSATION PLAN Amended and Restated June 19, 2013 Article 1 - Introduction

This deferred compensation plan was established by Costco Wholesale Corporation, a Washington corporation (“Costco”), on January 30, 1990, and has been amended and restated from time to time. This is the restated Plan on June 19, 2013. The purpose of this plan is to provide flexibility in timing the receipt of compensation to a select group of management and highly compensated employees and for non-employee members of the Board of Directors of Costco.

Whenever used in this plan, the following terms shall have the meanings set out below, unless the context clearly indicates otherwise. When the defined meaning is intended, the term is capitalized.

Eligibility shall be limited to (i) a select group of management or highly compensated employees as designated by the Company for each year and (ii) Directors. For purposes of employees, eligibility for participation in the Plan may change from year to year, depending on an employee's position within the Company or on any other factors at the sole discretion of the Company.

section 409A. If an expected item of compensation would not have been paid to the Participant for any reason, the deferral election is inoperative, and no deferral shall be credited for that item.

Vesting applies to each year's matching credit on a separate, "class year" basis. Thus, five years after a Participant's matching contribution is first credited in connection with the Participant’s first deferral, the Participant will be 100% vested in that first year's matching credit, but not in the matching credits posted for deferrals in subsequent years, which vest separately according to the number of years that pass from the time of each deferral.

A Participant must remain employed by the Company on the vesting date in order to be entitled to vesting credits on any January 1. However, a Participant shall become 100% vested in all Company matching credits, regardless of the class year vesting that would otherwise apply, in the following events:

If a Participant elects to defer compensation to a specified calendar year pursuant to Section 6.1(b)(i), the minimum period of deferral is five years. For example, if funds were deferred from income otherwise payable in calendar year 2014, the earliest a lump sum payment or installment payment can be made from those particular funds would be in the first calendar quarter of the year 2019. However, to the extent the Participant elects to have the distribution of his Account accelerated to the date of a Change of Control, the distribution will be made earlier than the times or events specified in Section 6.1(b). In addition, distribution will be made earlier if a Participant dies, becomes totally disabled (as determined in accordance with Section 6.5), or experiences a Separation from Service before reaching the age of 65, in the case of deferrals made before 1997, or before earning 65 “Vesting Points” while employed by the Company, in the case of deferrals made on or after January 1, 1997 (in accordance with Section 6.3).

garnishment, attachment, pledge, bankruptcy, encumbrance, alienation, anticipation, sale, or in any other manner.

In order to qualify under this section, the hardship must be the result of an unforeseeable emergency. For this purpose, an “unforeseeable emergency" is an event or circumstance described under Treas. Reg. section 1.409A-3(i)(3), i.e., an extraordinary and unanticipated emergency that is caused by an event beyond the control of the Participant (such as an illness, accident, casualty or other similar extraordinary and unforeseeable event) and that would result in severe financial hardship to the Participant if the early payment were not permitted. The Participant must supply written evidence of the financial hardship and must declare, under penalty of perjury, that the Participant has no other resources available to meet the emergency, including the resources of the Participant’s spouse and minor children that are reasonably available to the Participant. The Participant must also declare that the need cannot be met by any of the following:

The Committee may delegate decision-making authority hereunder to an independent person who may or may not be an employee of the Company.

Amendments to the Plan, including termination of the Plan, shall be valid upon execution by any four members of the Committee, and no formal approval by the Board shall be required. However, the Company may also amend or terminate the Plan by resolution of the Board or an appropriate subcommittee thereof, and such amendment or termination supersedes any inconsistent action by the Committee, except as provided in Section 10.4, relating to a Change of Control of the Company.

appeal with the Committee within 60 days after receipt of written notice of the denial.

The claimant may submit a written statement, documents, records, and other information. The claimant may also, free of charge upon request, have reasonable access to and copies of Relevant Documents (as defined in Section 11.7). The review will consider all statements, documents, and other information submitted by the claimant, whether or not such information was submitted or considered under the initial denial decision. Claim determinations are made in accordance with Plan documents and, where appropriate, Plan provisions are applied consistently to similarly situated claimants.

The decision by the Committee on review shall be final and binding upon the claimant and all persons claiming by, through, or under the claimant, subject to the right to appeal under applicable law.

It is the intention of the Company that deferrals of compensation under this Plan shall comply in all respects with Code section 409A. Should it be determined that any provision or feature of the Plan is not in compliance with Code section 409A, that provision or feature shall be null and void to the extent required to avoid the noncompliance with Code section 409A, and the Company shall have the right, to the extent the Company deems necessary or advisable in its sole discretion, to amend or modify the terms of this Plan or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take other action, including any amendments or action that would result in a reduction to the benefit payable under the Plan, in each case, without the consent of the Participant, as may be necessary to ensure that the distributions under this Plan are made in a manner that complies with Code section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code section 409A if compliance is not practical; provided, however, that nothing in this Article 12 creates an obligation on the part of the Company to modify the terms of the Plan. In that light, the Company makes no representation that the terms of the Plan will comply with Code Section 409A or that distributions under the Plan will not be subject to taxes, interest and penalties or other adverse tax consequences under Code section 409A. In no event whatsoever shall the Company be liable to the Participant or any other party for any additional tax, interest, penalties or other liability that may be imposed on the Participant by Code section 409A or for any action taken by the Company with respect thereto. To the extent taxation of a Participant is required under Code section 409A, the Participant’s Account shall be distributed to the Participant in an amount equal to the amount required to be included in income under Code section 409A less any required income and payroll tax withholdings under Federal, state, local or other tax laws.