Exhibit 10.3



                                                                 January 9, 2001

                       Award of Deferred 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 units representing __________ (Units) shares of the
common stock, $1.00 par value, of Albertson's, Inc. (the "Deferred Stock Units")
upon the terms and conditions set forth below on December 6, 2000.

1.   Each Deferred Stock 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 Deferred Stock 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 Deferred  Stock Units will be converted  into shares of Stock and three
     quarters  (3/4) of such Stock will be  transferred  to the  Participant  on
     December 5, 2003 (the "Vesting  Date"),  provided that the  Participant  is
     still  employed by the  Company on that date as an officer of the  Company.
     The remaining one quarter  (1/4) of such Stock will be  transferred  to the
     Participant  on the Vesting Date,  provided that the condition set forth in
     the previous  sentence have been met and the closing price of the Company's
     Stock on the New York Stock Exchange (the "Market  Price") is at least 133%
     of the Market  Price on the date of the grant of the  Deferred  Stock Units
     for a period of at least twenty  consecutive  trading days during the three
     year vesting period.

3.   The  Deferred  Stock  Units  are  not  assignable  or  transferable  by the
     Participant  (voluntarily or by operation of law) prior to the lapse of the
     restrictions set forth in Section 2 above.

4.   (a)  The Participant  may elect to defer  receipt of the  Stock to a future
          time not more than fifteen  years from the  Vesting Date and may elect
          to receive the  Stock in a  lump sum or  annual installments, provided
          that the  Participant has delivered a written  election to the Company
          at least six months prior to the Vesting Date.

     (b)  If the Participant is a "covered  employee" as that term is defined in
          Section  162(m) of the Internal  Revenue Code of 1986, as amended,  on
          the Vesting Date, then the receipt of the Stock will be  automatically
          deferred  to the  extent  that the  Participant's  total  compensation
          covered by Section 162(m) for fiscal year 2003 would exceed $1 million
          and will continue to be deferred in like manner until the  Participant
          is no longer a "covered employee" or until the Participant has elected
          to receive the stock as described in subsection  (a) above,  whichever
          date is later.

     (c)  If the  Participant  becomes  a  "covered  employee"  as that  term is
          defined in Section  162(m) of the Internal  Revenue  Code of 1986,  as
          amended,  during the deferral  period that the Participant has elected
          under subsection (a) above,  then the receipt of the Stock during that
          fiscal  year will be  automatically  deferred  to the extent  that the
          Participant's  total  compensation  covered by Section 162(m) for that
          fiscal year would  exceed $1 million and will  continue to be deferred
          in like manner until the Participant is no longer a "covered employee"
          or until the Participant has elected to receive the stock as described
          in subsection (a) above, whichever is later.



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     (d)  Receipt of any Stock by a "covered  employee"  will take place only in
          December  or January of the  applicable  fiscal year so that the total
          amount of compensation  covered by Section 162(m) for that fiscal year
          can be calculated.

5.   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 Vesting Date not to become employed by another company in
     the food and/or drug business that competes against the Company.

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  issueable  pursuant to the Deferred  Stock Units until
     the date on which a stock certificate (or  certificates)  representing such
     Stock is issued.

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

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 Deferred  Stock 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
     issueable  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.

                                            ALBERTSON'S, INC.

PARTICIPANT                                 By:

______________________________              Its:  Chairman of the Board
Name:                                             and Chief Executive Officer


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