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                                                           EXHIBIT 10.25.2

                          FORM OF SECOND AMENDMENT TO
         RYKOFF-SEXTON, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

          Second Amendment dated as of the ____ day of June, 1997 (the 
"Amendment") to the Rykoff-Sexton, Inc. Supplemental Executive Retirement 
Plan For Robert J. Harter, Jr., effective October 1, 1995 and as heretofore 
amended (the "Plan"), established by Rykoff-Sexton, Inc., a Delaware 
corporation (the "Employer"), for the benefit of ___________________ (the 
"Employee").

                                   WITNESSETH:

          WHEREAS, the Employer has established the Plan for the benefit of 
the Employee, effective October 1, 1995;

          WHEREAS, the Plan was modified by a letter agreement dated May 9, 
1997;

          WHEREAS, certain provisions of the Plan utilize the term "Change in 
Control," as defined in the Plan;

          WHEREAS, it has become necessary to revise the definition of 
"Change in Control" as used in the Plan;

          NOW, THEREFORE, the Employer and Employee agree to amend and modify 
the Plan as follows:

          1.   Section 2.6 of the Plan is hereby amended and restated in its 
entirety as follows:

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

          (a)  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 (c) of this Section 2.6; or

          (b)  the occurrence within any twelve-month period during the term of
               the Agreement of a change in 

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               the Board with the result that the Incumbent Members do not
               constitute a majority of the Board; or

          (c)  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 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

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               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

          (d)  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 (c) of this Section 2.6.

          "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 

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          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 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."

          2.   Except as specifically amended hereby, all provisions of the 
Plan shall remain in full force and effect and the Plan, as amended hereby, 
shall from and after the date of

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this Amendment be read as a single, integrated document incorporating the 
change effected hereby.

          IN WITNESS WHEREOF, this document is executed 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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