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                                                                    Exhibit 10.2

 
                                U.S. FOODSERVICE

                    STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                                  (AS AMENDED)
                                        
     1.  PURPOSE.  The purpose of the U.S. Foodservice Stock Option Plan for
Outside Directors is to promote the long-term growth of U.S. Foodservice (the
"Corporation") by rewarding directors of the Corporation for outstanding long-
term performance and to attract, motivate and retain highly qualified and
capable outside directors (the "Directors").  All stock options ("Options")
granted under the Plan are non-statutory options that do not qualify as
incentive stock options intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986 or any successor provisions.  The Plan conforms to
the provisions of Rule 16b-3 ("Rule 16b-3") of the Securities Exchange Act of
1934 (the "Exchange Act"), as presently in effect.

     2.  ELIGIBILITY AND GRANT OF OPTIONS.  Subject to approval of the Plan by
the shareholders of the Corporation:

     (a)  No director of the Corporation who is an employee of the Corporation
     or who is a nominee of Merrill Lynch Capital Partners, Inc. is eligible to
     participate in this Plan.  Each other director of the Corporation is
     eligible to participate in the Plan.

     (b)  Each eligible Director shall receive an Option to purchase 5,000
     shares of Common Stock, $0.01 par value, of the Corporation ("Common
     Stock"), on the date of such person's initial appointment or election to
     the position of Director; provided, however, that each Director who is a
     nominee of Rykoff-Sexton, Inc. shall receive an Option to purchase 775
     shares of Common Stock on the date of such person's initial appointment or
     election to the position of Director.

     (c)  Each eligible Director who has received an initial grant shall receive
     an annual grant of an Option to purchase 2,000 shares of Common Stock on
     each anniversary of the initial grant of an Option to such Director.

The option price for each Option shall be determined as of the date of grant,
pursuant to Section 4.  The Corporation shall effect the grant of Options under
the Plan by the execution and delivery of written option agreements between the
Corporation and the Directors receiving the Options ("Optionees").  No Option,
nor anything contained in this Plan, shall confer upon any Optionee any right to
continue as a Director of the Corporation nor limit in any way the ability of
the Board of Directors or the shareholders of the Corporation to terminate such
Optionee's service as a Director at any time.


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     3.  STOCK.  The Corporation has reserved an aggregate of 200,000 shares of
Common Stock for issuance pursuant to the exercise of Options granted under the
Plan. The aggregate number of shares of Common Stock reserved (i) is subject to
future adjustments as provided in Section 8 and (ii) shall be reduced by the
issuance of shares upon the exercise of Options, but shall not be reduced if
Options, for any reason, expire or terminate unexercised. The Corporation shall
not be required to issue or deliver any certificate for shares of Common Stock
purchased upon the exercise of any part of an Option before (i) the admission of
such shares to listing on any stock exchange on which the Common Stock may then
be listed or the approval of such shares for quotation on any automated
quotation system on which the Common Stock may then be quoted, (ii) receipt of
any required representations by the Optionee or completion of any required
registration or other qualification of such shares under any state or federal
law or regulation that the Corporation's counsel shall determine is necessary or
advisable, and (iii) receipt of advice by the Corporation's counsel that all
applicable legal requirements have been satisfied.

     4.  PRICE.  Except as provided below, the purchase price of each share of
Common Stock covered by an Option (the "Option Price") shall be equal to the
fair market value, as hereinafter defined, of one share of Common Stock on the
date the Option is granted (the "Option Grant Date").  If the Common Stock is
listed on the New York Stock Exchange ("NYSE"), its fair market value shall be
the opening price of the Common Stock reported by the NYSE on the Option Grant
Date, provided that if there should be no opening price reported on such date,
the fair market value shall be deemed equal to the closing price as reported by
the NYSE for the last preceding date on which sales of Common Stock were
reported.  Notwithstanding the foregoing, in the event the Common Stock is
listed upon more than one established stock exchange, the fair market value
shall be the opening price of the Common Stock on the exchange that trades the
largest volume of Common Stock on the Option Grant Date.  In no event shall the
Option Price be less than the par value of the Common Stock.

     Payment of the Option Price may be made (i) in cash, (ii) by the surrender
of shares of Common Stock owned by the Director exercising the Option and having
a fair market value on the date of exercise equal to the aggregate Option Price,
or (iii) any combination thereof.  Shares of Common Stock surrendered in payment
of the Option Price shall be valued at the fair market value thereof, as defined
above, on the date of exercise.

     5.  TERM AND LIMITATIONS ON EXERCISE.  Options may be exercised, in whole
or in part, but only with respect to whole shares of Common Stock, as set forth
below, by giving timely written notice to the Corporation.

     (a) The term of any Option shall be ten years from the Option Grant Date.
     No Option may be exercised after the expiration of its term or after the
     date set forth in subsection (c), (d), or (e) below, if earlier.

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     (b) Options are exercisable only to the extent they are vested.  One-fourth
     of each Option granted shall vest on the Option Grant Date and an
     additional one-fourth of such Option shall vest on each of the first,
     second, and third anniversary dates of the Option Grant Date provided that
     the Optionee is a Director on such date.  No Options shall be exercisable
     unless and until the shareholders of the Corporation approve the Plan.  No
     Option may be exercised during the first six months after the Option Grant
     Date, unless the Optionee dies or becomes disabled (as determined under
     Title 11 of the Social Security Act, 42 U.S.C. Sections 301 et seq.) before
     the expiration of the six-month period.

     (c) If an Optionee ceases to be a Director after the Optionee attains age
     sixty-five or on account of the Optionee's death or disability, all
     outstanding Options granted to such Optionee shall vest and the Optionee
     (or the Optionee's legatees or distributees or the personal representative
     of the Optionee's estate, in the event of the Optionee's death) may
     exercise the Optionee's outstanding Options at any time until the first to
     occur of (x) the date that is two years after the date on which the
     Optionee ceases to be a Director or (y) the date on which such outstanding
     Options expire according to their terms.

     (d) If an Optionee ceases to be a Director for any reason other than
     described in subsection (c) above, the Optionee may exercise the Optionee's
     outstanding Options to the extent vested at any time (subject to the
     limitations of subsection (b) above) until the first to occur of (x) the
     date that is three months after the date on which the Optionee ceases to be
     a Director or (y) the date on which such outstanding Options expire
     according to their terms.

     (e) If an Optionee dies after the Optionee ceases to be a Director, but
     within the time period during which the Optionee's outstanding Options are
     still exercisable, the Director's outstanding Options may be exercised by
     the Optionee's legatees or distributees or the personal representative of
     the Optionee's estate.  Such outstanding Options may be exercised at any
     time (subject to the limitations of subsection (b) above) until the first
     to occur of (x) the date that is two years after the date on which the
     Optionee ceases to be a Director or (y) the date on which such outstanding
     Options expire according to their terms.

     (f) Notwithstanding the foregoing, in the event of a Change in Control (as
     defined below) of the Corporation, each Option that has been outstanding
     for at least six months after the Option Grant Date shall vest and the
     Option shall be fully exercisable.

     (g) Definition of Change of Control.  A "Change of Control" shall occur
     when:

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          (i) a "person" or "group" (which terms, when used in this Section 5,
          shall have the meaning they have when used in Section 13(d) of the
          Exchange Act) (other than the Corporation, any trustee or other
          fiduciary holding securities under an employee benefit plan of the
          Corporation, or any corporation, owned, directly or indirectly, by the
          shareholders of the Corporation in substantially the same proportions
          as their ownership of Voting Stock (as defined below) of the
          Corporation) is or becomes (other than solely by reason of a
          repurchase of Voting Stock by the Corporation), the "beneficial owner"
          (as defined in Rule 13d-3 under the Exchange Act), directly or
          indirectly, of 50% or more of the total outstanding Voting Stock of
          the Corporation; or
             
          (ii) the Corporation consolidates with or merges with or into another
          corporation or partnership or conveys, transfers or leases, in any
          transaction or series of transactions, all or substantially all of its
          assets to any corporation or partnership, or any corporation or
          partnership consolidates with or merges with or into the Corporation,
          in any event pursuant to a transaction in which the outstanding Voting
          Stock of the Corporation is reclassified or changed into or exchanged
          for cash, securities or other property, other than any such
          transaction where (A) the outstanding Voting Stock of the Corporation
          is changed into or exchanged for voting stock of the surviving
          corporation and (B) no "person" or "group" who did not beneficially
          own 50% or more of the total outstanding Voting Stock of the
          Corporation immediately prior to such transaction beneficially owns,
          immediately after such transaction, 50% or more of the total
          outstanding voting stock of the surviving corporation, or the
          Corporation is liquidated or dissolved or adopts a plan of liquidation
          or dissolution; or

          (iii) during any consecutive two-year period, individuals who at the
          beginning of such period constituted the Board (together with any new
          directors whose election by the Board or whose nomination for election
          by the stockholders of the Corporation was approved by a vote of 66
          2/3% of the directors then still in office who were either directors
          at the beginning of such period or whose election or nomination for
          election was previously so approved) cease for any reason to
          constitute a majority of the Board then in office.

          The term "Voting Stock" means all capital stock of the Corporation
          which by its terms is entitled under ordinary circumstances to vote in
          the election of directors.

     (h) Notwithstanding anything herein to the contrary, Options shall be
     granted and exercised in such a manner as to conform to the provisions of
     Rule 16b-3, or any replacement rule adopted pursuant to the provisions of

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     the Exchange Act, as the same now exists or may, from time to time, be
     amended.

     (i) The exercise of any Option and delivery of the Option shares shall be
     contingent upon the receipt by the Corporation of the Option Price in cash
     or shares of Common Stock as provided in Section 4.

     6.  NON-TRANSFERABILITY OF OPTIONS.  Options, by their terms, shall not be
transferable by the Optionee during the Optionee's lifetime and may not be
assigned, exchanged, pledged, transferred, or otherwise encumbered or disposed
of except pursuant to a qualified domestic relations order, by will or by the
applicable laws of descent and distribution.  Options shall be exercisable
during the Optionee's lifetime only by the Optionee or the Optionee's guardian
or legal representative.

     7.  TAX WITHHOLDING.  To the extent required by applicable federal, state,
local or foreign law, an Optionee shall make arrangements acceptable to the
Corporation for the satisfaction of any withholding tax obligations that arise
by reason of the exercise of an Option or any sale of the shares of Common Stock
acquired upon exercise of an Option.  The Corporation shall not be required to
issue shares until such obligations are satisfied.  The Corporation may permit
such obligations to be satisfied by having the Corporation withhold a
portion of the shares of Common Stock that otherwise would be issued to the
Optionee upon exercise of the Option.

     8.  EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES.  Appropriate adjustments
shall be made to the Option Price and the number of shares subject to Options if
there are any changes in the Common Stock by reason of stock dividends, stock
splits, reverse stock splits, recapitalizations, mergers, or consolidations.

     9.  ADMINISTRATION OF THE PLAN.  The Board of Directors shall be
responsible for the proper implementation of the Plan.

     10.  EXPIRATION AND TERMINATION OF THE PLAN.  Options may be granted under
the Plan at any time until the Plan is terminated by the Board of Directors or
until such earlier date on which termination of the Plan shall be required by
applicable law.  If not sooner terminated, the Plan shall terminate
automatically on November 4, 2004, which is ten years from the date on which the
Plan was originally approved by the Board of Directors.  Options granted under
the Plan prior to its termination shall remain outstanding following the Plan's
termination and shall be exercisable in accordance with their terms.

     11.  AMENDMENTS.  The Board of Directors may from time to time make such
changes in and additions to the Plan as it may deem proper, provided that, if
and to the extent required by applicable law or regulation, no change in an
addition to the Plan shall be made unless such change in or addition to the Plan
is 

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authorized by the shareholders. The termination of the Plan or any change or
addition to the Plan shall not, without the consent of any Optionee who is
adversely affected thereby, alter any Options previously granted to the Optionee
pursuant to the Plan.

     12.  GOVERNING LAW.  The Plan and each Option granted under the Plan shall
be governed by, and construed in accordance with, the laws of the State of
Delaware.

     13.  EFFECTIVE DATE.  The Plan shall be effective on the date and at the
time of the initial closing of the Corporation's initial public offering of
Common Stock, subject to the approval of the Plan on or before such date by a
majority of the voting shares represented and entitled to vote.  Any amendment
to the Plan requiring shareholder approval shall be effective on the date and at
the time such amendment is approved by a majority of the voting shares
represented and entitled to vote.

     14.  RELOAD OPTIONS.  An Option may include the right to acquire an option
(the "Reload Option") which shall entitle the Optionee, upon exercise of the
original Option (in whole or in part) prior to termination of the Optionee's
services and satisfaction of the Option Price in shares of Common Stock, to
receive a new non-qualified stock option. In addition to any other terms and
conditions the Board of Directors deems appropriate, the Reload Option shall be
subject to the following terms: (i) the number of shares of Common Stock shall
not exceed the number of whole shares used to satisfy the Option Price of the
original Option and the number of whole shares of Common Stock, if any, withheld
by the Corporation as payment for withholding taxes in accordance with Section
7; (ii) the Option Grant Date shall be the date of the exercise of the original
Option; (iii) the Option Price per share shall be the Fair Market Value on the
Option Grant Date; (iv) the Reload Option shall be exercisable no earlier than
six months after the Option Grant Date; (v) the Reload Option term shall not
extend beyond the term of the original Option; and (vi) the Reload Option shall
otherwise meet all conditions of this Plan.

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