ALBERTSONS INC /DE/
AMENDED 1995 STOCK-BASED INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>abs10q32002exhibit10-461.txt
<DESCRIPTION>AMENDED 1995 STOCK-BASED INCENTIVE PLAN
<TEXT>
                                                                 Exhibit 10.46.1

                                ALBERTSON'S, INC.
                              AMENDED AND RESTATED
                         1995 STOCK-BASED INCENTIVE PLAN
                       NONQUALIFIED STOCK OPTION AGREEMENT

     THIS ALBERTSON'S,  INC. 1995 STOCK-BASED  INCENTIVE PLAN NONQUALIFIED STOCK
OPTION  AGREEMENT  ("Agreement") is made between  Albertson's,  Inc., a Delaware
corporation ("Company"), and<<First_Name>><<Last_Name>>("Optionee"), an employee
of the Company or of one of the Company's subsidiaries.

     1. The  Company,  pursuant  to its Amended and  Restated  1995  Stock-Based
Incentive Plan ("Plan"),  hereby  confirms the grant to the Optionee on December
9,  2002 of an  option  ("Option")  to  purchase  <<Share_Award>>  shares of the
Company's Common Stock ("Common Stock") at a price of $21.99 per share,  subject
to the terms and  conditions  of the Plan  including,  but not  limited  to, the
acceleration provisions of Section 13 and the antidilution provisions of Section
14 thereof.  This Option is a  Nonqualified  Option as defined in the Plan.  The
Company  has  determined  that the  Optionee  holds a  position  of  substantial
responsibility,  has  demonstrated  special  capabilities  and  has  contributed
substantially  to  fiscal  performance.  The  Option  granted  pursuant  to this
Agreement is granted with the  expectation  that the Optionee  will  continue to
hold  a  comparable  or  higher  position,  demonstrate  such  capabilities  and
contribute  substantially to fiscal  performance during the entire ten-year term
of this Agreement.
     2. This  Option  will  expire on  December  8,  2012  and,  subject  to the
provisions of the Plan, is only exercisable prior to expiration of the Option as
follows:  (a) no portion of the Option may be exercised until one year after the
date of this  Agreement;  (b)  notwithstanding  anything to the contrary in this
Agreement,  no portion of the Option may be exercised  unless the Optionee shall
have been  continuously  employed by the Company from the date of this Agreement
to the date of such exercise or, after termination of the Optionee's  employment
by the Company,  in accordance with Subsection C.3. of Section 7 of the Plan and
paragraph  5 of this  Agreement;  (c)  after  one  year  from  the  date of this
Agreement,  the Optionee or the Optionee's "Successor" (as defined in Subsection
C.3.(d) of Section 7 of the Plan),  as the case may be, shall have the right, in
accordance  with Section 7 of the Plan,  to purchase  the shares  covered by the
Option in five annual  twenty  percent  (20%)  installments,  the first of which
installments may be purchased on the first anniversary of this Agreement and the
second,  third, fourth and fifth of which may be purchased on the second, third,
fourth and fifth  anniversaries  of this  Agreement,  respectively;  and (d) the
right to purchase the shares under this Agreement  shall be cumulative from year
to year,  to the extent  previously  unexercised,  until the  expiration  of the
Option so that, during the sixth through tenth years of the option,  100% of the
shares  will be  exerciseable  to the  extent  previously  unexercised.  For the
purposes of this  Agreement,  "continuously  employed" shall mean the absence of
any  interruption  or termination of employment  with the Company or with one of
the  Company's  subsidiaries.  Continuous  employment  shall  not be  considered
interrupted or terminated in the case of sick leave, military leave or any other
leave of absence  approved  by the Company or in the case of  transfers  between
locations of the Company or its subsidiaries.
<PAGE>

     3. This Option or any part thereof may only be  exercised by giving  notice
of exercise to the Corporate Secretary of the Company,  specifying the number of
shares to be  purchased.  The  aggregate  option price for all shares  purchased
pursuant to an exercise of this Option  shall be paid by one or any  combination
of the following:  cash,  personal check, wire transfer,  certified or cashier's
check or delivery of Common Stock  certificates  in accordance  with the Plan at
the time of such purchase and prior to issuance of such shares.  Any such Common
Stock  delivered  to the Company in payment of the option  price  hereunder,  if
acquired by the Optionee  from the Company upon the exercise of a stock  option,
shall  consist  of Mature  Stock as defined  in  Section  2(r) of the Plan.  For
purposes of this  Agreement,  "Mature  Stock"  shall mean Common Stock which was
obtained  through the  exercise of an option under the Plan or any other plan of
the  Company,  which is  delivered to the Company in order to exercise an Option
and which has been held  continuously  by an Optionee for the longer of: (i) six
months or more,  or (ii) any other  period that may in the future be  recognized
under Generally Accepted Accounting Principles for purposes of defining the term
"Mature Stock" in connection  with such an option  exercise.  The Optionee shall
furnish with each notice of exercise of any portion of the Option such documents
as the Company in its discretion may deem  necessary to assure  compliance  with
applicable  regulations of any stock  exchange or  governmental  authority.  The
Optionee or  Optionee's  Successor  shall have no rights as a  stockholder  with
respect to any share covered by the Option until the Optionee or Successor shall
have  become  the holder of record of such  share,  and  except as  provided  in
Section 14 of the Plan, no adjustments shall be made for dividends  (ordinary or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights in respect of such share for which the record  date is prior to
the date on which the  Optionee  or  Successor  shall have  become the holder of
record thereof.

     4. The Option confirmed hereby is nontransferable by the Optionee except by
will or the laws of descent or  distribution,  pursuant to a domestic  relations
order (within the meaning of Rule 16a-12 promulgated under the Securities Act of
1933) or to members of the Optionee's  immediate family (as that term is defined
in Section 17 of the Plan),  to trusts solely for the benefit of such  immediate
family members or to partnerships in which such immediate  family members and/or
trusts are the only partners,  and for purposes of this Option,  such transferee
shall be  deemed  to be the  Optionee.  This  Option  may be  exercised  only in
accordance  with the terms of the Plan and only by execution and delivery to the
Company of the documents  prescribed by the Compensation  Committee of the Board
of Directors of the Company.

     5. The  following  post-termination  vesting and exercise  term  provisions
shall  apply  to this  Option:  (a) upon  death or  disability  (as  defined  in
Subsection  C.3.(b) of  Section 7 of the Plan)  prior to age 55 and ten years of
service  with the  Company,  the  portion of this  Option  which is  exercisable
immediately  prior to the date of death or to the Disability  Determination  (as
defined in  subsection  C.3.(b) of Section 7 of the Plan) may be  exercised  for
three years or the remainder of the option term,  whichever is shorter; (b) upon
death or  disability  subsequent  to age 55 and ten  years of  service  with the
Company,  this  Option  shall  become  immediately  exercisable  for  the  total
remaining  shares of this  Option and may be  exercised  for three  years or the
remainder of the option term,  whichever is shorter;  (c) upon  retirement at or
after age 55 and 10 years of service with the Company,  this Option shall become
immediately exercisable for the total remaining shares of this Option and may be
exercised  for five years or the  remainder  of the option  term,  whichever  is
shorter; (d) upon involuntary termination or demotion as set forth in Subsection
C.3.(a)  of  Section  7 of the  Plan,  the  portion  of  this  Option  which  is
exercisable  immediately  prior to the date of the  involuntary  termination  or
demotion may be exercised  for three months or the remainder of the option term,
whichever is shorter; and (e) upon voluntary termination or for any reason other
than as set forth in  subparagraphs  (a), (b), (c) or (d) above,  the portion of
this  Option  which  is then  exercisable  shall  terminate  on the date of such
termination of employment.
<PAGE>

     6. The Optionee agrees to pay to the Company,  on demand, the amount of any
taxes that may become applicable upon exercise of this Option. The Company shall
not be required to issue any shares unless and until the Optionee's  obligations
under this Paragraph 6 have been satisfied.  The tax withholding obligations may
be satisfied by the Optionee instructing the Company to withhold shares of stock
otherwise  issuable upon exercise of this Option in order to satisfy the minimum
tax withholding  amount  permissible  under the method that results in the least
amount withheld.

     7. If at any time the Board of Directors of the Company shall determine, in
its discretion,  that the listing,  registration or  qualification of the shares
covered by this  Agreement  upon any  securities  exchange or under any state or
Federal  law,  or  the  consent  or  approval  of  any  governmental  regulatory
authority, or evidence of the investment intent of the Optionee or Successor, is
necessary or desirable as a condition of the exercise of this Option, the Option
may not be  exercised,  in full or in  part,  unless  and  until  such  listing,
registration,  qualification,  consent or approval  or evidence  shall have been
effected or  obtained  free of any  conditions  not  legally  acceptable  to the
Company.

     8. This  Agreement  shall not be construed as giving the Optionee any right
to be retained in the employ of the Company or of a subsidiary,  or to affect or
limit in any way the right of the  Company  or of a  subsidiary  to  demote  the
Optionee or to terminate the employment of the Optionee.

     9. By execution of this Agreement,  the Optionee  acknowledges receipt of a
copy of the Albertson's,  Inc.  Amended and Restated 1995 Stock-Based  Incentive
Plan and Certain  Information  Regarding  the Plan and the Optionee has reviewed
such  documents.  The  Optionee  agrees  to  comply  with all of the  terms  and
conditions of this Agreement and the Plan.

     IN WITNESS  WHEREOF,  this Agreement has been executed as of the 9th day of
December, 2002.

     Albertson's, Inc.,                         Optionee
     a Delaware corporation


     By:_______________________                 ____________________________
        Chairman of the Board



     By:________________________
        Secretary
<PAGE>

This document  constitutes  part of a prospectus  covering  securities that have
been registered under the Securities Act of 1933.

The 2001  Albertson's,  Inc.  Annual Report to  Stockholders is available on the
Internet  at  albertsons.com  or  upon  request  to  the  Corporate  Secretary's
Department at 208-395-6999 or via email at stockoption@albertsons.com.



</TEXT>
</DOCUMENT>
