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                                                             EXHIBIT 10.28.3


                       SECOND AMENDMENT TO RYKOFF-SEXTON, INC.
                                MASTER TRUST AGREEMENT
                                           
         The Rykoff-Sexton, Inc. Master Trust Agreement For Executive 
Deferral Plans, as heretofore amended (the "Trust"), between Rykoff-Sexton, 
Inc., a Delaware corporation (the "Company"), and Norwest Bank Minnesota, 
N.A. (the "Trustee"), is hereby amended effective as of June ___, 1997, in 
the following respects:

         1.   Section 1.5(c) of the Trust shall be amended and restated in 
its entirety to read as follows:

    (c)  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 1.5(c); 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 

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              resulting from such Business Combination (including, without 
              limitation, an entity which as 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 

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              that complies with clauses (I), (II), (III)
              and (IV) of subsection (iii) of this Section 1.5(c).

         "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

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         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 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 and the Trustee have executed this
Second Amendment to the Trust as of the date and year first above written.

                             RYKOFF-SEXTON, INC.


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


                             NORWEST BANK MINNESOTA, N.A.,
                             as TRUSTEE


                             By:_______________________________


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