FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR NON-S

[For Individuals w/o COC Agreement]

Exhibit 10.2

LONGS DRUG STORES CORPORATION

1995 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

Longs Drug Stores Corporation (the “Company”) desiring to provide you, <<Name>>, with a proprietary interest in the success of the Company and its subsidiaries, and an incentive to continue to perform services with the Company or a Subsidiary thereof, hereby grants, as of <<Date>>, and you hereby accept, subject to all the terms and conditions of this Agreement, <<Shares>> restricted shares of the Common Shares of the Company (the “Award”). This Award is subject to the Longs Drug Stores Corporation 1995 Long-Term Incentive Plan, which is incorporated herein by this reference, and the following terms and conditions:

A. Retention and Delivery of Share Certificates

1. The shares subject to this Award shall be retained by the Company, or a party selected by the Company, while they remain subject to any restrictions. These shares will become available to you in installments over a four (4) year period from the date of this Award (the “Restriction Period”) provided you continue to render Service during the Restriction Period and subject to satisfaction of the Performance Goals (if any) established by the Committee for this Award. For this Award, the time-based restrictions will lapse in installments, and the shares will become available to you, as follows:

For purposes of this Paragraph A.1, a “Completed Year of Vesting” shall mean 365 days of active Service as may be modified by Paragraph D.4.

2. You shall not be entitled to the delivery of any certificate representing shares subject to this Award unless and until all restrictions with respect to the shares have lapsed and any other applicable terms and conditions of the Award (with respect to such shares) have been satisfied. The release of any vested restricted stock to you shall be effected within ninety (90) days following the applicable date(s) of vesting of shares pursuant to this Agreement.

3. Generally, you will realize taxable income each time restrictions lapse on shares. You must make arrangements to satisfy such tax obligations acceptable to the Company or the shares will be forfeited.

4. You have the right to make an election to be taxed on the Award in the year the Award is made (under Section 83(b) of the Code). If you choose to make this election, you must provide the Company with a copy of the election filed with the Internal Revenue Service within thirty (30) days from the date of grant of this Award. You must make arrangements to satisfy applicable tax obligations acceptable to the Company or the shares will be forfeited.

B. Dividends

1. You shall not be entitled to the payment of dividends on the shares subject to this Award until all restrictions have lapsed with respect to such shares and any other applicable terms and conditions of the Award (with respect to such shares) have been satisfied. No dividends shall be paid on any shares which have been forfeited.

2. During the Restriction Period, prior to the lapse of restrictions on shares, dividends on the shares subject to this Award, including cash dividends on stock dividends, will be paid into an interest bearing account. On the lapse of restrictions on each installment during the Restriction Period, all accumulated dividends together with interest thereon, which are attributable to the shares for which the restrictions have lapsed shall be paid to you. Payment of any accumulated dividends and interest on the shares subject to this Award is conditioned upon your timely payment of all state, local, federal, or other taxes which the Company shall deem necessary or appropriate to withhold.

3. In the event a stock dividend is declared upon the shares subject to this Award, or in the event of a stock split, the number of shares then subject to this Award shall be adjusted proportionately. The shares provided by such stock dividend or stock split shall be subject to the Restriction Period as if they were part of the original Award.

C. Shareholder Rights

Except as provided herein, you shall have all rights of shareholders of the class of shares subject to this Award during the Restriction Period.

D. Proration and Forfeiture of Shares

1. If your Termination occurs during the Restriction Period by reason of Normal Retirement, death or “disability” (as defined in the Plan), then the restrictions will lapse on a portion of additional shares subject to the Award, including all accumulated dividends and interest thereon, as follows. In such event, the restrictions will lapse on a number shares equal to the difference between (a) the number