Exhibit 10.46.2

                                                                December 9, 2002


                    Award of Deferred Restricted Stock Units


Pursuant  to Section 10 of the  Albertson's,  Inc.  Amended  and  Restated  1995
Stock-Based  Incentive Plan (the "Plan"),  ___name________  (the "Participant"),
________title__________,  of Albertson's, Inc. (the "Company") is hereby awarded
deferred restricted stock units (the "Units")  representing ______ shares of the
common  stock,  $1.00  par  value,  of  Albertson's,  Inc.  upon the  terms  and
conditions set forth below on December 9, 2002.

1.   Each Unit  represents a hypothetical  share of the Company's  common stock,
     $1.00 par value (the "Stock"), and will at all times be equal in value to a
     share of Stock. The Units will be credited to the Participant in an account
     established for the  Participant,  and an amount equal to the amount of the
     quarterly dividend on the equivalent amount of Stock will be paid quarterly
     to the Participant.

2.   The Units will vest as follows:  _____ Units on each of the first,  second,
     third,  fourth and fifth  anniversaries  of the award date (each a "Vesting
     Date"), provided that the Participant has been continuously employed by the
     Company from December 9, 2002 through the applicable Vesting Date.

3.   The vested Units will not be distributed in Stock to the Participant  until
     he or she retires or otherwise leaves the employment of the Company.

4.   In  consideration  of the grant of this award of Deferred Stock Units,  the
     Participant  agrees  during the term of this  agreement and for a period of
     one year from the last  Vesting  Date not to  become  employed  by  another
     company in the food and/or drug business that competes against the Company.

5.   Except as otherwise  permitted by the Plan's  Committee,  the Units are not
     assignable or transferable by the Participant  (voluntarily or by operation
     of law).

6.   The terms of the Plan with  regard to change of control  (Section 13 of the
     Plan) will apply to this award.

7.   The Participant  will not have any rights as a stockholder  with respect to
     any shares of Stock issuable  pursuant to the Units until the date on which
     a stock certificate (or certificates) representing such Stock is issued.

8.   The number of shares of Stock issuable pursuant to the Units are subject to
     equitable adjustment as provided in Section 14 of the Plan.

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9.   Notices  hereunder  will be  mailed  or  delivered  to the  Company  at the
     Corporate Secretary's  Department,  Albertson's,  Inc., P.O. Box 20, Boise,
     Idaho  83726 and will be  mailed or  delivered  to the  Participant  at the
     Participant's  address set forth in the payroll records of the Company,  or
     in either case at such other address as one party may subsequently  furnish
     to the other party in writing.

10.  This award will not confer upon the  Participant  any right with respect to
     continuance of employment by the Company,  nor will it interfere in any way
     with any right of the Company to terminate the Participant's  employment at
     any time.

11.  The laws of the State of  Delaware  will  govern this award and all matters
     related hereto.

12.  This  award is  subject to the terms of the Plan,  and the  Participant  is
     being delivered a copy of the Plan with this award agreement.

13.  The Participant will pay to the Company,  on demand,  any taxes the Company
     reasonably  determines it is required to withhold under applicable tax laws
     with respect to the Units or the issuance of Stock  pursuant to this award.
     The  tax  withholding  obligation  may  be  satisfied  by  the  Participant
     instructing  the Company to  withhold  shares of stock  otherwise  issuable
     pursuant  to this award in order to satisfy  the  minimum  tax  withholding
     amount  permissible  under the  method  that  results  in the least  amount
     withheld.

14.  This agreement may be executed in two or more  counterparts,  each of which
     will be an original but all of which  together  will  represent one and the
     same agreement.

15.  This agreement  cannot be changed or terminated  orally.  The agreement and
     the Plan contain the entire  agreement  between the parties relating to the
     subject matter hereof.


     PARTICIPANT                            ALBERTSON'S, INC.

     _____________________________          By: ________________________________
     Participant Name                       Chairman and Chief Executive Officer