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                                                             EXHIBIT 10.27.3
                  SECOND AMENDMENT TO RYKOFF-SEXTON, INC.
                         DEFERRED COMPENSATION PLAN

          The Rykoff-Sexton, Inc. Deferred Compensation Plan, as heretofore 
amended (the "Plan"), is hereby amended effective as of June ___, 1997, by 
Rykoff-Sexton, Inc., a Delaware corporation (the "Company"), in the following 
respects:

          1.   Section 1.9 of the Plan shall be amended and restated in its 
entirety to read as follows:

          A "Change in Control" of the Company shall occur upon:

          (i)  any person (as defined in Sections 3(a)(9) and 13(d)(3) of the
               '34 Act) ("Person") (other than an Excluded Person (as
               hereinafter defined), the Company or any employee benefit plan
               (or related trust) sponsored or maintained by the Company or any
               subsidiary of the Company) becoming the "beneficial owner" (as
               defined in Rule 13d-3 promulgated pursuant to the '34 Act),
               directly or indirectly, of 25% or more of combined voting power
               of the then outstanding securities entitled to vote generally in
               the election of directors ("Voting Securities") of the Company,
               other than pursuant to a Business Combination (as hereinafter
               defined) that complies with clauses (I), (II), (III) and (IV) of
               subsection (iii) of this Section 1.9; or

          (ii) the occurrence within any twelve-month period during the term of
               the Agreement of a change in the Board with the result that the
               Incumbent Members do not constitute a majority of the Board; or

         (iii) consummation of (A) a reorganization, merger or consolidation of
               the Company or any subsidiary of the Company, or (B) a sale or
               other disposition of all or substantially all of the assets of
               the Company (each, a "Business Combination"), unless, in each
               case, immediately following such Business Combination, (I) all or
               substantially all of the individuals and entities who were the
               beneficial owners of Voting Securities of the Company immediately
               prior to such Business Combination beneficially own, directly or
               indirectly, more than two-thirds of the then outstanding shares
               of common stock and the combined voting power of the then
               outstanding Voting Securities of the entity resulting from such
               Business Combination (including, without limitation, an entity
               which as 

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               a result of such transaction owns the Company or all or
               substantially all of the Company's assets either directly or
               through one or more subsidiaries) in substantially the same
               proportions relative to each other as their ownership,
               immediately prior to such Business Combination, of the Voting
               Securities of the Company, (II) no Person (other than an Excluded
               Person, the Company, such entity resulting from such Business
               Combination, or any employee benefit plan (or related trust)
               sponsored or maintained by the Company, any subsidiary or such
               entity resulting from such Business Combination), beneficially
               owns, directly or indirectly, 25% or more of the then outstanding
               shares of Voting Securities of the entity resulting from such
               Business Combination, (III) at least a majority of the members of
               the Board of Directors of the entity resulting from such Business
               Combination were Incumbent Members of the Board at the time of
               the execution of the initial agreement and of the action of the
               Board providing for such Business Combination, and (IV) the Chief
               Executive Officer of the Company immediately prior to the
               commencement of discussions (the "Commencement Date") with the
               third party that results in the Business Combination remains the
               Chief Executive Officer of the Company and the entity resulting
               from such Business Combination (unless such Chief Executive
               Officer ceases to constitute such by reason of death, Disability
               (as defined in such Chief Executive Officer's Employment
               Agreement with the Company, as it may be amended and restated
               from time to time (the "Employment Agreement")), termination for
               Cause (as defined in the Employment Agreement) or voluntary
               termination by such Chief Executive Officer under circumstances
               that are not treated as an involuntary termination under the
               Employment Agreement) during the period commencing on the
               Commencement Date and throughout the twelve-month period
               following the consummation of the Business Combination (any
               Change in Control that may arise from the failure to satisfy the
               condition specified in this clause (IV) to be effective as of the
               date the Chief Executive Officer ceases to constitute such); or

          (iv) approval by the shareholders of the Company of a complete
               liquidation or dissolution of the Company, except pursuant to a
               Business Combination that complies with clauses (I), (II), (III)
               and (IV) of subsection (iii) of this Section 1.9.

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               "Excluded Person" shall mean (x) Merrill Lynch Capital Partners,
               Inc., Merrill Lynch Capital Appreciation Partnership No. B-XVIII,
               L.P., Merrill Lynch Kecalp L.P. 1994, ML Offshore LBO Partnership
               No. B-XVIII, ML IBK Positions, Inc., MLCP Associates L.P. No. II,
               MLCP Associates L.P. No. IV, Merrill Lynch Kecalp L.P. 1991, 
               Merrill Lynch Capital Appreciation Partnership No. XIII, L.P., ML
               Offshore LBO Partnership No. XIII, ML Employees LBO Partnership 
               No. I, L.P., Merrill Lynch Kecalp L.P. 1987, and Merchant Banking
               L.P. No. II (each, an "ML Entity" and collectively the "ML 
               Entities"), if the ML Entities shall have executed a written 
               agreement with the Company (and approved by the Company's Board 
               of Directors) on or prior to the date on which the ML Entities 
               (together with its Affiliates) became the beneficial owner of 25%
               or more of the shares of Voting Securities then outstanding (the
               "Standstill Agreement"), which Standstill Agreement imposes one 
               or more limitations on the amount of the ML Entities' beneficial 
               ownership of shares of Common Stock, and if, and so long as, such
               Standstill Agreement (or any amendment thereto approved by the 
               Company's Board of Directors by the vote of a majority of the 
               Present Directors) continues to be in effect and binding on the
               ML Entities and the ML Entities are in compliance (as determined
               by the Company's Board of Directors in its discretion by the vote
               of a majority of the Present Directors) with the terms of such 
               Standstill Agreement (including any such amendment); or (y) any 
               other Person acquiring Voting Securities from an ML Entity if (i)
               such Voting Securities were acquired by an ML Entity pursuant to
               the transactions contemplated by the Letter of Intent dated 
               December 5, 1995 ("Letter of Intent") from the Company to US 
               Foodservice Inc. ("Excluded Shares") and (ii) if, prior to such
               acquisition by such other Person, a majority of the Present 
               Directors has expressly determined in good faith that such 
               acquisition is not a "Change in Control" for purposes of this
               Agreement ("ML Successor"); PROVIDED, HOWEVER, that a Change in
               Control shall occur if, prior to July 17, 1997, either (A) the
               Chief Executive Officer of the Company immediately prior to the
               execution of the Letter of Intent ceases to constitute the Chief
               Executive Officer of the Company (or any successor to the 
               Company) ("CEO Termination") (unless such Chief Executive Officer
               ceases to constitute the Chief Executive Officer of the Company
               by reason of death, Disability (as defined in the Employment 
               Agreement), termination for Cause (as defined in the Employment 
               Agreement) or voluntary termination by such Chief Executive 
               Officer under circumstances that are not treated as an 
               involuntary termination under the Employment Agreement), or (B)
               the directors of the Company in office immediately prior to 

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               the execution of the Letter of Intent, together with any 
               successors of such directors (provided that any such successors 
               qualify as Present Directors), cease to constitute at least a 
               majority of the Board ("Board Change"), such Change in Control to
               be effective as of the date of the CEO Termination or Board 
               Change, as the case may be.
               
               "Present Director" shall mean a member of the Board who (1) is 
               not designated as a member of the Board by any ML Entity or ML 
               Successor, (2) does not otherwise have any agreement, arrangement
               or understanding with any ML Entity or ML Successor for the 
               purpose of serving as a member of the Board, and (3) is not an 
               Affiliate or an Associate (as hereinafter defined) of any ML 
               Entity or ML Successor.
          
               "Affiliate" and "Associate" shall have the meanings set forth in
               Rule 12b-2 of the '34 Act.
          
               The Board shall have the power to determine, for purposes of this
               Agreement, on the basis of information known to the Board by a 
               vote taken in good faith by a majority of Present Directors, (1)
               whether any Person is an Excluded Person, (2) the percentage of 
               the Company's Voting Securities beneficially owned by an Excluded
               Person, and (3) any determination to be made pursuant to clause 
               (x) of the definition of Excluded Person.  Any such determination
               shall be conclusive and binding for all purposes of this 
               Agreement.
          
               IN WITNESS WHEREOF, the Company has executed this Second 
Amendment to the Plan as of the date and year first above written.

                                       RYKOFF-SEXTON, INC.


                                       By: 
                                           -----------------------------------
                                           Mark Van Stekelenburg
                                           Chief Executive Officer and 
                                           Chairman of the Board
                                   
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