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                                                                 Exhibit 10.24.1
                                    FORM OF

                               ALBERTSON'S, INC.

                        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 _________________ ("Optionee"), an employee of the
Company or of one of the Company's subsidiaries.

      1.    The Company, pursuant to its 1995 Stock-Based Incentive Plan
("Plan"), a copy of which is attached hereto and incorporated herein by
reference, hereby confirms the grant to the Optionee on _______________ of an
option ("Option") to purchase _____ shares of the Company's Common Stock
("Common Stock") at a price of $______ 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 ________________ 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 five years
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; (c) after five years 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 fifth anniversary of this Agreement and the second,
third, fourth and fifth of which may be purchased on the sixth, seventh, eighth
and ninth 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.  For
the purposes of this Agreement, "continuously employed" shall mean the absence
of any interruption or termination of employment with the





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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.

      3.    This Option or any part thereof may only be exercised by giving
written notice of exercise to the Corporate Secretary of the Company,
specifying the number of shares to be purchased.  This notice shall be
accompanied by payment of the aggregate purchase price for the number of shares
purchased.  Such exercise, subject to Paragraph 5 hereof, shall be effective
upon the actual receipt of such payment and written notice by the Corporate
Secretary of the Company.  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(q) 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 and 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 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





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Optionee's obligations under this Paragraph 5 have been satisfied.  The
Compensation Committee of the Board of Directors may, prior to the time period
in which the Option becomes exercisable, establish such rules and procedures as
may be considered desirable pursuant to Section 16 of the Plan and which may
provide for the satisfaction of the tax withholding obligation 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.

      6.    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.

      7.    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.

      8.    By execution of this Agreement, the Optionee acknowledges receipt
of a copy of the Plan and the related Prospectus, 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 this ___th day of
______________, 199_.

ALBERTSON'S, INC.,                       OPTIONEE
A DELAWARE CORPORATION



BY:   ____________________________       ______________________________
      Chairman of the Board


BY:   ____________________________
      Secretary





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