Executive Employment Agreement - Costco


Executive Employment Agreement between

James D. Sinegal and Costco Wholesale Corporation

As of August 30, 2010

Jim Sinegal

999 Lake Drive

Issaquah, WA 98027

Dear Jim:

This letter agreement confirms the terms of your employment with Costco Wholesale Corporation (the "Company"):

1.

Employment. The Company employs you as its Chief Executive Officer.

2.

Employment Term. The terms of this letter agreement cover one year, beginning August 30, 2010, and coinciding with the Company153s fiscal year 2011, unless otherwise terminated as provided below. The parties may renew this letter agreement from year-to-year upon agreement.

3.

Salary and Benefits.

(a)

You will receive a base salary of $350,000 for fiscal year 2011. The base salary will be paid to you in accordance with the Company153s standard payroll practices.

(b)

You will be eligible for a bonus of up to $200,000. The amount of any bonus will be determined by the Board of Directors or the Compensation Committee, and will be paid to you in accordance with the Company153s standard practices.

(c)

You will be eligible for an equity award under the Company153s Fourth Restated 2002 Stock Incentive Plan or its successor plan. The Board of Directors or the Compensation Committee will determine the amount of any grant.

(d)

All payments to you will be subject to withholding for taxes and other applicable withholding requirements.

(e)

You will be eligible to participate in the Company153s employee benefit programs, in accordance with the terms and conditions of those programs.

4.

Termination. The Company will have the right to terminate your employment at any time for "cause," as determined under applicable law and policies of the Company. You may terminate your employment at any time upon not less than sixty (60) days prior written notice.


5.

Miscellaneous. This letter agreement represents our complete agreement on these subjects. We can only amend this letter agreement by signing a written amendment. This letter will be governed by Washington law in all respects.

If you agree with the terms contained in this letter, please sign the enclosed copy of this letter and return it to me.

Sincerely,

Compensation Committee of the

Board of Directors of

Costco Wholesale Corporation

By:

/s/ BENJAMIN S. CARSON, SR., M.D.

Benjamin S. Carson, Sr., M.D., Chair

Acknowledged and agreed:

/s/ JAMES D. SINEGAL

Jim Sinegal

Dated:

October 6, 2010