
<PAGE>   1
                                                                     EXHIBIT 4.5

                    [Form of Floating Rate Medium-Term Note]


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

<TABLE>
<S>                                  <C>                                              <C>
REGISTERED                                   ALBERTSON'S, INC.                        REGISTERED
NO.                                                                                   $

                                                 Medium-Term Note
                                      Due from 9 Months to 30 Years from Date
                                                     of Issue
                                                  (Floating Rate)
                                                                                      CUSIP

Original Issue Date:                 Interest Reset Date(s):                          Minimum Interest Rate:




Initial Interest Rate:               Stated Maturity:                                 Maximum Interest Rate:




Interest Rate Basis:                 Interest Payment Period:                         Calculation Agent:




Index Maturity:                      Interest Reset Period:                           Initial Redemption Date:




Spread:                              Interest Payment Date(s):                        Initial Redemption Price:




Spread Multiplier:                   Regular Record Date(s):                          Premium Reduction Amount:
</TABLE>



         ALBERTSON'S, INC. (the "Company", which term includes any successor
under the Indenture referred to hereinafter), a corporation duly organized and
existing under the laws of the State of Delaware, for value received, hereby
promises to pay to ______ ___________________________________, or registered
assigns, the principal sum of __________________________________________
DOLLARS on the Stated Maturity, and to pay interest thereon, if any, at a rate
per annum equal to the Initial Interest Rate until the first Interest Reset
Date following the Original Issue Date, and thereafter at a rate determined in
accordance with the provisions below under the heading "Determination of
Commercial Paper Rate", "Determination of Prime Rate", "Determination of
LIBOR", "Determination of Treasury Rate", "Determination of CD Rate" or
"Determination of Federal Funds Rate", depending upon whether the Interest Rate
Basis is the Commercial Paper Rate, Prime Rate, LIBOR, Treasury Rate, CD Rate
or Federal Funds Rate, as designated on the face hereof, until the principal
hereof has been paid or made available for payment.  Except as provided in the
Indenture, the Company will
<PAGE>   2
pay interest, if any, monthly, quarterly, semiannually or annually as
designated on the face hereof under "Interest Payment Period", commencing with
the first Interest Payment Date following the Original Issue Date and ending at
Maturity; provided, however, that any payment of principal of, premium, if any,
or interest, if any, on this Global Note, to be made on an Interest Payment
Date or at Maturity which is not a Market Day (as hereinafter defined) will be
made on the next succeeding Market Day, except that if the Interest Rate Basis
is LIBOR, if such next succeeding Market Day falls in the next calendar month,
such payment will be made on the immediately preceding Market Day.  Interest on
this Global Note, if any, will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Original Issue Date until the
principal hereof has been paid or made available for payment.  The interest so
payable, and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Global Note (or one or more Predecessor Securities) is registered at the close
of business on the 15th day (whether or not a Business Day) next preceding such
Interest Payment Date (a "Regular Record Date"); provided, however, that
interest payable at Maturity will be payable to the Person to whom the
principal hereof shall be payable; and provided, further, that if this Global
Note is originally issued between a Regular Record Date and an Interest Payment
Date, then interest will be payable to the Person in whose name this Global
Note (or one or more Predecessor Securities) is registered on the next
succeeding Regular Record Date, and will be so paid on the next succeeding
Interest Payment Date.  Any such interest which is payable, but is not
punctually paid or duly provided for on any Interest Payment Date, shall
forthwith cease to be payable to the registered Holder on such Regular Record
Date, and may be paid to the Person in whose name this Global Note (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Global Note
not less than ten days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more fully provided in the Indenture.
So long as this Global Note is a Global Security held by a Depositary or a
nominee of such Depositary, then the principal of, premium, if any, and
interest, if any, on this Global Note on any Interest Payment Date and at
Maturity shall be paid in immediately available funds to such Depositary or a
nominee of such Depositary.  If at any time this Global Note is no longer a
Global Security held by a Depositary or its nominee, then the principal of,
premium, if any, and interest, if any, on this Global Note at Maturity shall be
paid in immediately available funds to the Holder upon surrender of this Global
Note at the office or agency maintained by the Company for that purpose in the
Borough of Manhattan, The City of New York, or at such other place or places as
may be designated pursuant to the Indenture, provided that this Global Note is
surrendered at the office or agency described above in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures.  If at any time this Global Note is no longer a Global Security
held by a Depository or its nominee, then the payment of interest, if any, on
this Global Note due on any Interest Payment Date other than at Maturity shall
be made by check mailed to the address of the Person entitled thereto as it
appears on the Security Register on the relevant Regular or Special Record
Date, as the case may be, or by wire transfer in immediately available funds to
such account as may have been appropriately designated to the Paying Agent by
such Person in writing not later than such relevant Regular or Special Record
Date, as the case may be.  Each payment of principal of, premium, if any, and
interest, if any, on this Global Note shall be made in such coin or currency of
the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts.

         This Global Note is one of the series of Debt Securities designated
under the Indenture as Medium-Term Notes (the "Notes").

         This Global Note is one of a duly authorized issue of unsecured and
unsubordinated debentures, notes or other evidences of senior indebtedness of
the Company (herein referred to as the "Securities"), issued and to be issued
in one or more series under an Indenture, dated as of May 1, 1992 (herein
referred to as the "Indenture"), between the Company and Morgan Guaranty Trust
Company of New York (herein referred to as the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The Notes will be issuable in an aggregate
principal amount of $________________, which amount may be increased if duly
authorized by the Company.  The Notes may have different Original Issue Dates
and Interest Payment Dates, mature at different times and bear interest at
different rates and, as provided below, be subject to different redemption
provisions, and may differ in such other respects as is provided herein or as
may be provided pursuant to the terms of the Indenture.  The Notes will rank on
a parity with all other senior unsecured indebtedness of the Company from time
to time outstanding.

         Commencing with the first Interest Reset Date specified on the face
hereof following the Original Issue Date, the rate at which interest, if any,
is payable on this Global Note shall be adjusted daily, weekly, monthly,
quarterly, semiannually or annually as shown on the face hereof under "Interest
Reset Period", provided, however, that the


                                      -2-
<PAGE>   3
interest rate in effect for the period from the Original Issue Date to the
first Interest Reset Date shall be the Initial Interest Rate, and the interest
rate in effect for the ten days immediately preceding the Stated Maturity or
Redemption Date, if any, shall be that in effect on the tenth day preceding
such Stated Maturity or Redemption Date, if any.  Each such adjusted rate shall
be applicable on and after the Interest Reset Date to which it relates, to but
not including the next succeeding Interest Reset Date or until the Stated
Maturity, as the case may be.  Subject to applicable provisions of law and
except as specified herein, on each Interest Reset Date, the rate of interest,
if any, on this Global Note shall be the rate determined in accordance with the
provisions of the applicable heading below, plus or minus the Spread or
multiplied by the Spread Multiplier, as indicated above.

         DETERMINATION OF COMMERCIAL PAPER RATE.  If the Interest Rate Basis
designated on the face hereof is the Commercial Paper Rate, then the
"Commercial Paper Rate" for each Interest Reset Date will be determined by the
Calculation Agent as of the second Market Day preceding such Interest Reset
Date (a "Commercial Paper Interest Determination Date"), and will be the Money
Market Yield (as hereinafter defined) of the per annum rate (quoted on a bank
discount basis) on such Commercial Paper Interest Determination Date for
commercial paper having the specified Index Maturity as published by the Board
of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "Commercial
Paper".  In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the Commercial Paper
Rate with respect to such Interest Reset Date shall be the Money Market Yield
of the rate on such Commercial Paper Interest Determination Date for commercial
paper having the specified Index Maturity as published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities" or any successor publication
published by the Federal Reserve Bank of New York ("Composite Quotations")
under the heading "Commercial Paper".  If by 3:00 P.M., New York City time, on
such Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered per annum rates
(quoted on a bank discount basis), as of 11:00 A.M., New York City time, on
such Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the specified Index Maturity placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a nationally
recognized rating agency; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the Commercial Paper Rate with respect to such Interest Reset Date
will be the Commercial Paper Rate in effect on such Commercial Paper Interest
Determination Date.

         "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

                                            360 x D
         Money Market Yield = 100 x  ---------------------
                                          360 - (D x M)

where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period corresponding to the specified Index Maturity.

         The "Calculation Date" pertaining to a Commercial Paper Interest
Determination Date shall be the tenth day after such Commercial Paper Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day.

         "Market Day" means (a) with respect to any Note (other than any LIBOR
Note), any Business Day in The City of New York, and (b) with respect to any
LIBOR Note, any Business Day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.

         DETERMINATION OF PRIME RATE.  If the Interest Rate Basis designated on
the face hereof is the Prime Rate, then the "Prime Rate" for each Interest
Reset Date will be determined by the Calculation Agent as of the second Market
Day preceding such Interest Reset Date (a "Prime Rate Interest Determination
Date"), and will be the rate set forth for the relevant Prime Rate Interest
Determination Date in H.15(519) under the heading "Bank Prime Loan".  In the
event that such rate is not published prior to 9:00 A.M., New York City time,
on the relevant Calculation Date, then the Prime Rate with respect to such
Interest Reset Date will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display designated as page
"NYMF" on the Reuters Monitor Money Rates Service (or such other page as may
replace the NYMF page on that service for the purpose of displaying prime rates
or base lending



                                      -3-
<PAGE>   4
rates of major United States banks) ("Reuters Screen NYMF Page") as such bank's
prime rate or base lending rate as in effect for such Prime Rate Interest
Determination Date as quoted on the Reuters Screen NYMF Page on such Prime Rate
Interest Determination Date.  If fewer than four such rates appear on the
Reuters Screen NYMF Page on such Prime Rate Interest Determination Date, the
Prime Rate with respect to such Interest Reset Date will be the arithmetic mean
of the prime rates or base lending rates (quoted on the basis of the actual
number of days in the year divided by a 360-day year) as of the close of
business on such Prime Rate Interest Determination Date by three major banks in
The City of New York selected by the Calculation Agent; provided, however, that
if fewer than three banks selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Prime Rate with respect to such
Interest Reset Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.

         The "Calculation Date" pertaining to a Prime Rate Interest
Determination Date shall be the tenth day after such Prime Rate Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day.

         DETERMINATION OF LIBOR.  If the Interest Rate Basis designated on the
face hereof is LIBOR, then "LIBOR" for each Interest Reset Date will be
determined by the Calculation Agent as of the second Market Day preceding such
Interest Reset Date (a "LIBOR Interest Determination Date") as follows:

                 (i)  On the relevant LIBOR Interest Determination Date, LIBOR
         will be determined on the basis of the offered rates for deposits of
         not less than U.S. $1,000,000 having the specified Index Maturity,
         commencing on the second Market Day immediately following such LIBOR
         Interest Determination Date, which appear on the display designated as
         page "LIBO" on the Reuters Monitor Money Rates Service (or such other
         page as may replace the LIBO page on that service for the purpose of
         displaying London interbank offered rates of major banks) ("Reuters
         Screen LIBO Page") as of 11:00 A.M., London time, on such LIBOR
         Interest Determination Date.  If at least two such offered rates
         appear on the Reuters Screen LIBO Page, LIBOR with respect to such
         Interest Reset Date will be the arithmetic mean of such offered rates
         as determined by the Calculation Agent.  If fewer than two offered
         rates appear, LIBOR with respect to such Interest Reset Date will be
         determined as described in (ii) below.

                 (ii)  With respect to a LIBOR Interest Determination Date on
         which fewer than two offered rates for the specified Index Maturity
         appear on the Reuters Screen LIBO Page as described in (i) above,
         LIBOR will be determined on the basis of the rates at approximately
         11:00 A.M., London time, on such LIBOR Interest Determination Date at
         which deposits in U.S.  dollars having the specified Index Maturity
         are offered to prime banks in the London interbank market by four
         major banks in the London interbank market selected by the Calculation
         Agent commencing on the second Market Day immediately following such
         LIBOR Interest Determination Date and in a principal amount equal to
         an amount of not less than U.S. $1,000,000 that in the Calculation
         Agent's judgment is representative for a single transaction in such
         market at such time (a "Representative Amount").  The Calculation
         Agent will request the principal London office of each of such banks
         to provide a quotation of its rate.  If at least two such quotations
         are provided, LIBOR with respect to such Interest Reset Date will be
         the arithmetic mean of such quotations.  If fewer than two quotations
         are provided, LIBOR with respect to such Interest Reset Date will be
         the arithmetic mean of the rates quoted at approximately 11:00 A.M.,
         New York City time, on such LIBOR Interest Determination Date by three
         major banks in The City of New York, selected by the Calculation
         Agent, for loans in U.S. dollars to leading European banks having the
         specified Index Maturity commencing on the second Market Day
         immediately following such LIBOR Interest Determination Date and in a
         Representative Amount; provided, however, that if fewer than three
         banks selected as aforesaid by the Calculation Agent are quoting as
         mentioned in this sentence, LIBOR with respect to such Interest Reset
         Date will be the LIBOR in effect on such LIBOR Interest Determination
         Date.

         DETERMINATION OF TREASURY RATE.  If the Interest Rate Basis designated
on the face hereof is the Treasury Rate, then the "Treasury Rate" for each
Treasury Rate Interest Determination Date (as hereinafter defined) will be the
rate for the auction on the relevant Treasury Rate Interest Determination Date
of direct obligations of the United States ("Treasury bills") having the
specified Index Maturity as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average (Investment)" or, if not
so published by 9:00 A.M., New York City time,



                                      -4-
<PAGE>   5
         The "Calculation Date" pertaining to a Federal Funds Rate Interest
Determination Date will be the tenth day after such Federal Funds Rate Interest
Determination Date or, if such day is not a Market Day, the next succeeding
Market Day.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, designated on the face hereof.  The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date or other date on which an interest rate is to be
calculated.  The interest rate on this Global Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.

         At the request of the Holder hereof, the Calculation Agent will
provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate which will become effective on the next Interest
Reset Date.  The Calculation Agent's determination of any interest rate will be
final and binding in the absence of manifest error.

         Interest payments hereon will include interest accrued to but
excluding the Interest Payment Date; provided, however, that if the Interest
Reset Dates with respect to this Global Note are daily or weekly, interest
payable on any Interest Payment Date, other than interest payable on any date
on which principal hereof is payable, will include only interest accrued to and
including the next preceding Regular Record Date.  Accrued interest hereon from
the Original Issue Date or from the last date to which interest hereon has been
paid, as the case may be, shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor.  Such accrued interest factor
shall be computed by adding the interest factor calculated for each day from
the Original Issue Date, or from the last date to which interest has been paid,
as the case may be, to but excluding the date for which accrued interest is
being calculated.  The interest factor (expressed as a decimal, and rounded
upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) for each such day shall be computed by dividing the interest
rate (expressed as a decimal, and rounded upwards, if necessary, to the next
higher one hundred-thousandth of a percentage point) applicable to such date by
360, if the Interest Rate Basis is the Commercial Paper Rate, the Prime Rate,
LIBOR, the CD Rate or the Federal Funds Rate, as designated on the face hereof,
or by the actual number of days in the year, if the Interest Rate Basis is the
Treasury Rate, as designated on the face hereof.

         Each of the defeasance and covenant defeasance provisions of Article
Thirteen of the Indenture shall [not] apply to this Global Note.

         Each of the covenant provisions of Sections 1008 and 1009 of the
Indenture shall [not] apply to this Global Note.

         This Global Note is [not] subject to payment from a sinking fund.

         If so designated on the face of this Global Note, this Global Note may
be redeemed by the Company on any date on and after the Initial Redemption Date
indicated on the face hereof.  If no Initial Redemption Date is set forth on
the face hereof, this Global Note may not be redeemed prior to its Stated
Maturity.  On and after the Initial Redemption Date, if any, this Global Note
may be redeemed at the option of the Company in whole or in part in increments
of $1,000 (provided that any remaining principal amount of this Global Note
shall be at least $100,000) at the Redemption Price, together with accrued
interest to the Redemption Date, on notice given not more than 60 nor less than
30 days prior to the Redemption Date.  The Redemption Price shall be initially
equal to the Initial Redemption Price set forth on the face hereof on the
Initial Redemption Date (plus accrued interest to the Initial Redemption Date),
and shall decline (but not below par) on each anniversary of the Initial
Redemption Date by the Premium Reduction Amount set forth on the face hereof
until the Redemption Price is equal to 100% of such principal amount, plus
accrued interest to the date this Global Note is redeemed (the "Redemption
Date").  If less than all of this Global Note is to be redeemed, the beneficial
interests in this Global Note to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.  In the event of
redemption of this Global Note in part only, a new Global Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
surrender hereof.

         If an Event of Default with respect to this Global Note shall occur
and be continuing, the entire principal amount of this Global Note may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected.  The
Indenture also



                                      -6-
<PAGE>   6
permits the amendment thereof without the consent of the Holders of any of the
Securities to, among other things, cure any ambiguity or omission or correct or
supplement any provision therein that may be inconsistent with any other
provision therein, or take certain other actions, provided that such actions
will not adversely affect the interests of the Holders of Securities of any
series in any material respect.  The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate principal
amount of Securities of any series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive certain past defaults under
the Indenture and the consequences thereof.  Any such consent or waiver by the
Holder of this Global Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Global Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Global
Note.

         No reference herein to the Indenture and no provision of this Global
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest, if any, on this Global Note at the time, place and rate, and in
the coin or currency herein prescribed.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Global Note is registrable on the
Security Register upon surrender of this Global Note for registration of
transfer at the office or agency maintained by the Company for that purpose in
the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by the Holder hereof or his
or her attorney duly authorized in writing, and thereupon one or more new
Global Notes of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.  As provided
in the Indenture and subject to certain limitations therein set forth, this
Global Note is exchangeable for the same aggregate principal of Global Notes of
authorized denominations, as requested by the Holder surrendering the same.  No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Global Note is registered as the owner
hereof for all purposes, whether or not this Global Note may be overdue, and
neither the Company nor the Trustee nor any agent of the Company or the Trustee
shall be affected by any notice to the contrary.

         In the event that (i) DTC, or any successor Depositary, notifies the
Company and the Trustee in writing that it is unwilling or unable to continue
as Depositary for this Global Note or if at any time DTC, or any successor
Depositary, ceases to be a clearing corporation registered under the Exchange
Act, and a successor Depositary is not appointed by the Company within 90 days,
(ii) the Company in its sole discretion determines that the Notes shall no
longer be represented by this Global Note and executes and delivers to the
Trustee a Company Order that this Global Note shall be exchangeable or (iii)
there shall have occurred and be continuing an Event of Default or an event
which, with the giving of notice or the lapse of time, or both, would
constitute an Event of Default with respect to the Notes represented by this
Global Note, then the Company will issue Notes in definitive form in exchange
for this Global Note.  Notes so issued in definitive form will be issued as
registered Notes without coupons in denominations of $100,000 and integral
multiples of $1,000 in excess thereof.

         AS PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE SHALL FOR ALL PURPOSES
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

          All terms used in this Global Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture unless otherwise
defined herein.

         This Global Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed
by the Trustee under the Indenture.

         WITNESS the seal of the Company and the signatures of its duly
authorized officers.


                                            ALBERTSON'S, INC.


Dated:                                      By:
                                               ---------------------------------




                                      -7-
<PAGE>   7
                                                 Senior Vice President, Finance
                                                 and Chief Financial Officer


[SEAL]                                      By:
                                               ---------------------------------
                                                 Corporate Secretary



Trustee's Certification of Authentication

This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.

First Trust of New York, N.A.,
 as Trustee


By:
    -------------------------------------
    Authorized Officer





                                      -8-
<PAGE>   8
                                   ASSIGNMENT

  FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING NUMBER OF ASSIGNEE:

- --------------------------------------


- --------------------------------------------------------------------------------
             (Please print or typewrite name and address including
                          postal zip code of assignee)


the within Global Note of ALBERTSON'S, INC. and all rights hereunder, hereby
irrevocably constituting and appointing ____________________ attorney to
transfer said Global Note on the books of the within-named Company, with full
power of substitution in the premises.


Dated:
      -------------------------

                                       SIGN HERE
                                                --------------------------------
                                                NOTICE:  THE SIGNATURE TO THIS
                                                ASSIGNMENT MUST CORRESPOND WITH
                                                THE NAME AS WRITTEN UPON THE
                                                FACE OF THE WITHIN INSTRUMENT IN
                                                EVERY PARTICULAR, WITHOUT
                                                ALTERATION OR ENLARGEMENT OR ANY
                                                CHANGE WHATEVER.

                                                SIGNATURE GUARANTEED






