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Bylaws - SYSCO CORP - 9-24-1999

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Bylaws - SYSCO CORP - 9-24-1999 Powered By Docstoc
					EXHIBIT 3(b) AMENDED AND RESTATED BYLAWS OF SYSCO CORPORATION (A Delaware Corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owed by him in the Corporation. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Whenever the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the Corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares. The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate. 2. FRACTIONAL SHARE INTERESTS. The Corporation shall not issue fractions of a share. In lieu thereof it shall either pay in cash the fair value of fractions of a share, as determined by the Board of Directors, to those entitled thereto or issue scrip or fractional warrants in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip or fractional warrants shall not entitle the holder to any rights of a stockholder except as therein provided. Such scrip or fractional warrants may be issued subject to the condition that the same

shall become void if not exchanged for certificates representing full shares of stock before a specified date, or subject to the condition that the shares of stock for which such scrip or fractional warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of such scrip or fractional warrants, or subject to any conditions which the Board of Directors may determine. 3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the Corporation shall be made only on the stock ledger of the Corporation, in accordance with the terms and procedures as outlined in The Uniform Stock Transfer Act.

shall become void if not exchanged for certificates representing full shares of stock before a specified date, or subject to the condition that the shares of stock for which such scrip or fractional warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of such scrip or fractional warrants, or subject to any conditions which the Board of Directors may determine. 3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the Corporation shall be made only on the stock ledger of the Corporation, in accordance with the terms and procedures as outlined in The Uniform Stock Transfer Act. 4. RECORD DATE FOR STOCKHOLDERS. (a) Meetings. In order that the Corporation may determine the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than ten days before the record date is fixed. If no record date is fixed by the Board of Directors: (1) the record date for determining stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. (b) Record Date for Action by Written Consent. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors may within ten (10) business days after the date on which such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 4(b)). If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 4 (b) or otherwise within ten (10) business days after the date on which such a request is received, the record date for determining stockholders entitled to consent to such corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of stockholders meetings are recorded, to the attention of the Secretary. Delivery shall be by hand or by certified or registered mail, return receipt requested. 2

If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. 5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon

If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. 5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "share of stock" or "shares of stock" or "stockholder" or "stockholders" refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation. 6. STOCKHOLDER MEETINGS. - Time. The first annual meeting shall be held on the second Friday in October, 1970; and each successive annual meeting shall be held on the date and at the time and place fixed, from time to time, by the directors, and if no date has been set by the directors, then on the first Friday in November in each year, unless said date falls on a legal holiday, in which case the meeting shall be held on the secular day next following. A special meeting shall be held on the date and at the time fixed by the directors. - Place. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the Corporation in the State of Delaware. - Call. Annual meetings and special meetings may be called by the Chairman of the Board or by the directors or by any officer instructed by the directors to call the meeting. - Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the Corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall, (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall 3

include a statement of that purpose and to that effect. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than fifty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice by him before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the

include a statement of that purpose and to that effect. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than fifty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice by him before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice. - Stockholder List. The officer who has charge of the stock ledger or the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at the place within the city or other municipality or community where the meeting is to be held, which location shall be specified in the notice of the meeting, or if not so specified, at the location where the meeting is to be held. The list shall also be produced and kept at the time and at the location where the meeting is to be held. The list shall also be produced and kept at the time and at the location of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who the stockholders entitled to examine the stock ledger, the list required by this section, or the books of the Corporation, or to vote at any meeting of stockholders. - Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting. - Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy 4

provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. - Inspectors and Judges. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If an inspector or inspectors or judge or judges are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as in inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector or judge, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability. The inspectors or judges, if any, shall

provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. - Inspectors and Judges. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If an inspector or inspectors or judge or judges are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as in inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector or judge, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them. - Quorum. The holders of thirty-five percent (35%) of the shares entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum. - Voting. Except as may otherwise be provided in the certificate of incorporation, or in a resolution of the Board of Directors in accordance with Section 151 of the General Corporation Law of Delaware, each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power. In the election of directors, voting need not be by ballot. Voting by ballot shall not be required for any other corporate action, except as otherwise provided by the General Corporation Law. 7. STOCKHOLDER ACTION WITHOUT MEETINGS. (a) Written Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken or in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or if less than all of said stockholders, but not less than those having at least the minimum voting power required to take corporate action under the provisions of the General Corporation Law, shall consent in writing to such corporate action; provided that prompt notice by given to all stockholders of the taking of such action without a meeting and by less than unanimous written consent. 5

(b) Review of Written Consent. In the event of the delivery, in the manner provided by Section 4(b), to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations (each such written consent and related revocation is referred to in this Section 7(b) as a "Consent"), the Secretary shall provide for the safe-keeping of such Consent and shall conduct such reasonable investigation as he or she deems necessary or appropriate for the purpose of ascertaining the validity of the Consent and all matters incident thereto, including, without limitation, whether stockholders having the requisite voting power to authorize or take the action specified in the Consent have given consent; provided, however, that if the corporate to which the Consent relates is the election, designation, appointment, removal or replacement of one or more members of the Board of Directors, the Secretary shall engage nationally recognized independent inspectors of elections for the purpose of performing the actions of the Secretary under this Section 7(b). For the purpose of permitting the Secretary or the independent inspectors (as the case may be) to perform the functions under this Section 7(b), no action by written consent without a meeting shall be effective until such date as the Secretary or

(b) Review of Written Consent. In the event of the delivery, in the manner provided by Section 4(b), to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations (each such written consent and related revocation is referred to in this Section 7(b) as a "Consent"), the Secretary shall provide for the safe-keeping of such Consent and shall conduct such reasonable investigation as he or she deems necessary or appropriate for the purpose of ascertaining the validity of the Consent and all matters incident thereto, including, without limitation, whether stockholders having the requisite voting power to authorize or take the action specified in the Consent have given consent; provided, however, that if the corporate to which the Consent relates is the election, designation, appointment, removal or replacement of one or more members of the Board of Directors, the Secretary shall engage nationally recognized independent inspectors of elections for the purpose of performing the actions of the Secretary under this Section 7(b). For the purpose of permitting the Secretary or the independent inspectors (as the case may be) to perform the functions under this Section 7(b), no action by written consent without a meeting shall be effective until such date as the Secretary or the independent inspectors (as the case may be) certify to the Corporation that the Consents delivered to the Corporation in accordance with Section 7(b) represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this Section 7(b) shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any Consent, whether before or after such investigation or certification by the Secretary or the independent inspectors (as the case may be), or to take any other actions including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation. (c) Effectiveness of Written Consent. Every written consent shall bear the date of signature of each stockholder who signs the written consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the date the earliest dated written consent was received in accordance with Section 4(b), a written consent or consents signed by a sufficient number of stockholders to take such action are delivered to the Corporation in the manner prescribed in Section 4(b). 8. ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 8 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 8. In addition to any other applicable requirements, for a nomination to be made by a stockholder such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. 6

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than 130 days prior to the date of the anniversary of the previous year's annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business ninety (90) days prior to such annual meeting or the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs (and in no event shall the public announcement of an adjournment of the meeting commence a new time period for a giving of a stockholder's notice under this Section). To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than 130 days prior to the date of the anniversary of the previous year's annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business ninety (90) days prior to such annual meeting or the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs (and in no event shall the public announcement of an adjournment of the meeting commence a new time period for a giving of a stockholder's notice under this Section). To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 8. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. 7

9. STOCKHOLDER PROPOSALS; BUSINESS TO BE TRANSACTED AT MEETINGS. At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof). No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 9 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 9. In addition to any other applicable requirements (including, without limitation, Securities and Exchange Commission rules and regulations with respect to inclusion of stockholder proposals in the Corporation's annual Proxy Statement), for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

9. STOCKHOLDER PROPOSALS; BUSINESS TO BE TRANSACTED AT MEETINGS. At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof). No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 9 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 9. In addition to any other applicable requirements (including, without limitation, Securities and Exchange Commission rules and regulations with respect to inclusion of stockholder proposals in the Corporation's annual Proxy Statement), for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than 130 days prior to the date of the anniversary of the previous year's annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more than sixty (60) days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business ninety (90) days prior to such annual meeting or the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was first made by the Corporation. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for a giving of a stockholder's notice under this Section 9. To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, (v) the names and addresses of other stockholders known by the stockholder proposing such business to support the proposal, and the class and number of shares of the Corporation's capital stock known to be beneficially owned by such other stockholders, and (vi) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. 8

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 9, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 9 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted. ARTICLE II DIRECTORS 1. FUNCTIONS AND DEFINITION. The business of the Corporation shall be managed by the Board of Directors of the Corporation. The use of the phrase "whole board" herein refers to the total number of directors which the Corporation would have if there were no vacancies.

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 9, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 9 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted. ARTICLE II DIRECTORS 1. FUNCTIONS AND DEFINITION. The business of the Corporation shall be managed by the Board of Directors of the Corporation. The use of the phrase "whole board" herein refers to the total number of directors which the Corporation would have if there were no vacancies. 2. QUALIFICATION AND NUMBER. The property, affairs and business of the Corporation shall be managed by its Board of Directors, consisting of not less than three nor more than sixteen persons, with the exact number of directors determined from time to time by the Board of Directors. A director need not be a stockholder, a citizen of the United States or a resident of the State of Delaware. The directors shall be divided into three classes. The first class (Class I) shall consist of five directors and the term of office of such class shall expire at the next Annual Meeting of Stockholders in 1978. The second class (Class II) shall consist of five directors and the term of office of such class shall expire at the Annual Meeting of Stockholders in 1979. The third class (Class III) shall consist of five directors and the term of office of such third class shall expire at the Annual Meeting of Stockholders in 1980. At the Annual Meeting of Stockholders in 1977, five directors shall be elected as Class III directors whose term of office shall expire at the Annual Meeting of Stockholders in 1980, one director shall be elected as a Class I director whose term of office shall expire at the Annual Meeting of Stockholders in 1978, and one director shall be elected as a Class II director whose term of office shall expire at the Annual Meeting of Stockholders in 1979. Should the number of directors be increased or decreased in the future, no class of directors shall have more than one director more than any other class of directors. At each annual election commencing at the Annual Meeting of Stockholders in 1978, the successors to the class of directors whose term expires at that time shall be elected to hold office for the term of three years to succeed those whose term expires, so that the term of office of one class of directors shall expire in each year. Each director shall hold office for the term for which he is elected or appointed or until his successor shall be elected or qualified, or until his death, removal or resignation. Newly created directorships resulting from an increase in the number of directors by action of the Board of Directors, may be filled by the Board of Directors at the meeting at which the number of directors is increase, or any subsequent meeting of the directors, by a majority of the directors then in office, although less than a quorum, or by the stockholders at a meeting called for the purpose of electing directors. 9

3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first Annual Meeting of Stockholders and until their successors have been elected and qualified or until their earlier resignation or removal and shall serve staggered terms as provided for in ARTICLE II, Paragraph 2 of these Bylaws. Any director may resign at any time upon written notice to the Corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the term of office to which they are elected or until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled only for the remainder of the term of the director or directors whose term he or they may fill, by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first Annual Meeting of Stockholders and until their successors have been elected and qualified or until their earlier resignation or removal and shall serve staggered terms as provided for in ARTICLE II, Paragraph 2 of these Bylaws. Any director may resign at any time upon written notice to the Corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the term of office to which they are elected or until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled only for the remainder of the term of the director or directors whose term he or they may fill, by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. 4. MEETINGS. - Time. Meetings shall be held at such time as the Board shall fix except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble. - Place. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board. - Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, or the President, or of a majority of the directors in office. - Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings upon three days' notice for the convenient assembly of the directors thereat. The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a written waiver of such notice before or after the time stated therein. - Quorum and Action. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the act of the Board shall be the act by vote of a majority of the directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board. 10

- Chairman of the Meeting. The Chairman of the Board, and if present and acting, shall preside at all meetings. Otherwise, the President, if present and acting, or any other Director chosen by the Board, shall preside. 5. REMOVAL OF DIRECTORS. Any and all of the directors may be removed for cause or without cause by the stockholders. One or more of the directors may be removed for cause by the Board of Directors. 6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, including an Executive Committee, each committee to consist of two or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal

- Chairman of the Meeting. The Chairman of the Board, and if present and acting, shall preside at all meetings. Otherwise, the President, if present and acting, or any other Director chosen by the Board, shall preside. 5. REMOVAL OF DIRECTORS. Any and all of the directors may be removed for cause or without cause by the stockholders. One or more of the directors may be removed for cause by the Board of Directors. 6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, including an Executive Committee, each committee to consist of two or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. 7. ACTION IN WRITING. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. ARTICLE III OFFICERS The directors shall elect a Chairman of the Board, a President, a Secretary, and a Treasurer, and may elect a Vice-Chairman thereof, and one or more Vice-Presidents, Assistant Secretaries, and Assistant Treasurers, and may elect or appoint such other officers and agents as are desired. The President may but need not be a director. Any number of offices may be held by the same person. In the absence, disqualification, death or removal of the Chairman of the Board, the Vice Chairman, the President, or any other director chosen by the Board, shall serve in lieu of the said Chairman. The Chairman of the Board shall be an ex officio member of all standing committees unless otherwise provided in the resolution appointing such committees. The Chairman of the Board shall have power to call meetings of the shareholders and directors of the Corporation and shall have the power to act as chairman of such meetings. Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor has been elected and qualified. Any officer may resign at any time upon written notice. 11

The Chairman, if any, of the Board of Directors shall preside at all meetings of stockholders and directors. Except where by law the signature of the President is required, he shall possess the same power as the President to sign all certificates, contracts and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President he shall exercise all the powers and discharge all the duties of the President. The President, in the absence of the Chairman of the Board, shall preside at all meetings of stockholders and directors, shall have general supervision of the affairs of the Corporation, shall sign or countersign all certificates, contracts and other instruments of the Corporation as authorized by the Board of Directors; shall make reports to the Board of Directors and stockholders and perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. The Vice Presidents, during the absence or disability of the President and the Chairman of the Board of Directors, in the order designated by the Board of Directors, shall exercise all the functions of the President. Each Vice President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.

The Chairman, if any, of the Board of Directors shall preside at all meetings of stockholders and directors. Except where by law the signature of the President is required, he shall possess the same power as the President to sign all certificates, contracts and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President he shall exercise all the powers and discharge all the duties of the President. The President, in the absence of the Chairman of the Board, shall preside at all meetings of stockholders and directors, shall have general supervision of the affairs of the Corporation, shall sign or countersign all certificates, contracts and other instruments of the Corporation as authorized by the Board of Directors; shall make reports to the Board of Directors and stockholders and perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. The Vice Presidents, during the absence or disability of the President and the Chairman of the Board of Directors, in the order designated by the Board of Directors, shall exercise all the functions of the President. Each Vice President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors. The Secretary shall issue notice of all meetings of stockholders and directors, shall keep minutes of all meetings, shall have charge of the seal of the Corporation and the corporate books, and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors. The Treasurer shall have the custody of all monies and securities of the Corporation and shall keep regular books of account. He shall disburse the funds of the Corporation in payment of the just demands against the Corporation or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He shall perform all duties incident to his office or that are properly required of him by the Board of Directors. The Assistant Treasurers, in the order of their seniority, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors shall prescribe. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may, from time to time, delegate the powers or duties of such officer to any other officer or any director or other person whom it may select. Vacancies in any office arising from any cause may be filled by the directors at any regular or special meeting. 12

The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may remove any officer for cause or without cause. ARTICLE IV CORPORATE SEAL The corporate seal shall be in such form as the Board of Directors shall prescribe. The Corporation seal may be a facsimile seal, if the Board shall so determine. ARTICLE V FISCAL YEAR The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may remove any officer for cause or without cause. ARTICLE IV CORPORATE SEAL The corporate seal shall be in such form as the Board of Directors shall prescribe. The Corporation seal may be a facsimile seal, if the Board shall so determine. ARTICLE V FISCAL YEAR The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. ARTICLE VI CONTROL OVER BYLAWS The power to amend, alter, and repeal these Bylaws and to adopt new Bylaws shall be vested in the Board of Directors; provided, that the Board of Directors may delegate such power, in whole or in part, to the stockholders; and provided, further, that any Bylaw, other than an initial Bylaw, which provides for the election of directors by classes for staggered terms shall be adopted by the stockholders. ARTICLE VII INDEMNIFICATION (a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader 13

indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) of this Article VII hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. (b) Right to Advancement of Expenses. The right to indemnification conferred in paragraph (a) of this Article VII shall include the right to be paid by the Corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an "advancement of expenses"; provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit

indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) of this Article VII hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. (b) Right to Advancement of Expenses. The right to indemnification conferred in paragraph (a) of this Article VII shall include the right to be paid by the Corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an "advancement of expenses"; provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Article VII or otherwise. (c) Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in paragraphs (a) or (b) of this Article VII shall be contract rights. If a claim under paragraph (a) or (b) of this Article VII is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to any advancement of expenses), it shall be a defense that the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. In any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not 14

met Such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation. (d) Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's certificate of incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise. (e) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

met Such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation. (d) Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's certificate of incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise. (e) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. Secretary [CORPORATE SEAL] 15

EXHIBIT 4(c) EXECUTION COPY AGREEMENT AND EIGHTH AMENDMENT TO COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT THIS AGREEMENT AND EIGHTH AMENDMENT TO COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (this "Amendment") dated as of June 22, 1998 is among SYSCO CORPORATION, a Delaware corporation (the "Company"), the banks listed on the signature pages hereof (the "Banks"), CHASE BANK OF TEXAS, N.A. (formerly known as Texas Commerce Bank National Association), a national banking association, as agent for the Banks (in such capacity, the "Agent"), and THE CHASE MANHATTAN BANK, a New York banking corporation (successor to Chemical Bank), as auction administration agent (in such capacity, the "Auction Administration Agent"). PRELIMINARY STATEMENT The Company, the Banks, certain other banks, the Agent and the Auction Administration Agent have entered into a Competitive Advance and Revolving Credit Facility Agreement dated as of July 27, 1988 as modified by an Agreement and First Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of February 14, 1989, by an Agreement and Second Amendment to Competitive Advance and Revolving Credit Facility Agreement and Modification of Notes dated as of May 1, 1989, by an Agreement and Third Amendment to Competitive Advance and Revolving Credit Facility Agreement and Modification of Notes dated as of January 2, 1990, by an Agreement and Fourth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of January 31, 1994, and by an

Agreement and Fifth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of November 15, 1994, as amended and restated by a Sixth Amendment and Restatement of Competitive Advance and Revolving Credit Facility Agreement dated as of May 31, 1996, and as further modified by an Agreement and Seventh Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of June 27,

EXHIBIT 4(c) EXECUTION COPY AGREEMENT AND EIGHTH AMENDMENT TO COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT THIS AGREEMENT AND EIGHTH AMENDMENT TO COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (this "Amendment") dated as of June 22, 1998 is among SYSCO CORPORATION, a Delaware corporation (the "Company"), the banks listed on the signature pages hereof (the "Banks"), CHASE BANK OF TEXAS, N.A. (formerly known as Texas Commerce Bank National Association), a national banking association, as agent for the Banks (in such capacity, the "Agent"), and THE CHASE MANHATTAN BANK, a New York banking corporation (successor to Chemical Bank), as auction administration agent (in such capacity, the "Auction Administration Agent"). PRELIMINARY STATEMENT The Company, the Banks, certain other banks, the Agent and the Auction Administration Agent have entered into a Competitive Advance and Revolving Credit Facility Agreement dated as of July 27, 1988 as modified by an Agreement and First Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of February 14, 1989, by an Agreement and Second Amendment to Competitive Advance and Revolving Credit Facility Agreement and Modification of Notes dated as of May 1, 1989, by an Agreement and Third Amendment to Competitive Advance and Revolving Credit Facility Agreement and Modification of Notes dated as of January 2, 1990, by an Agreement and Fourth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of January 31, 1994, and by an

Agreement and Fifth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of November 15, 1994, as amended and restated by a Sixth Amendment and Restatement of Competitive Advance and Revolving Credit Facility Agreement dated as of May 31, 1996, and as further modified by an Agreement and Seventh Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of June 27, 1997 (said Competitive Advance and Revolving Credit Facility Agreement as so modified, amended and restated and further modified being the "Credit Agreement"). All capitalized terms defined in the Credit Agreement and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Company, the Banks, the Agent and the Auction Administration Agent have agreed, upon the terms and conditions specified herein, to amend the Credit Agreement as hereinafter set forth: NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company, the Banks, the Agent and the Auction Administration Agent hereby agree as follows: SECTION 1. Amendments to Section 1.01 of the Credit Agreement. The definition of the term "Original Termination Date" contained in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows: " 'Original Termination Date' means July 7, 2003.". SECTION 2. Conditions of Effectiveness. This Amendment shall become effective when, and only when the following conditions shall have been fulfilled: (a) the Company, the Agent, the Auction Administration Agent and each Bank shall have executed a counterpart hereof and delivered the same to the Agent or, in the case of any Bank as to which an executed counterpart hereof shall not have been so delivered, the Agent shall -2-

Agreement and Fifth Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of November 15, 1994, as amended and restated by a Sixth Amendment and Restatement of Competitive Advance and Revolving Credit Facility Agreement dated as of May 31, 1996, and as further modified by an Agreement and Seventh Amendment to Competitive Advance and Revolving Credit Facility Agreement dated as of June 27, 1997 (said Competitive Advance and Revolving Credit Facility Agreement as so modified, amended and restated and further modified being the "Credit Agreement"). All capitalized terms defined in the Credit Agreement and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Company, the Banks, the Agent and the Auction Administration Agent have agreed, upon the terms and conditions specified herein, to amend the Credit Agreement as hereinafter set forth: NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company, the Banks, the Agent and the Auction Administration Agent hereby agree as follows: SECTION 1. Amendments to Section 1.01 of the Credit Agreement. The definition of the term "Original Termination Date" contained in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows: " 'Original Termination Date' means July 7, 2003.". SECTION 2. Conditions of Effectiveness. This Amendment shall become effective when, and only when the following conditions shall have been fulfilled: (a) the Company, the Agent, the Auction Administration Agent and each Bank shall have executed a counterpart hereof and delivered the same to the Agent or, in the case of any Bank as to which an executed counterpart hereof shall not have been so delivered, the Agent shall -2-

have received written confirmation by telecopy or other similar writing from such Bank of execution of a counterpart hereof by such Bank; and (b) the Agent shall have received from the Company a certificate of the Secretary or Assistant Secretary of the Company certifying that attached thereto is (i) a true and complete copy of the general borrowing resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the Credit Agreement, as amended hereby, and (ii) the incumbency and specimen signature of each officer of the Company executing this Amendment. SECTION 3. Representations and Warranties True; No Default or Event of Default. The Company hereby represents and warrants to the Agent, the Auction Administration Agent and the Banks that after giving effect to the execution and delivery of this Amendment (a) the representations and warranties set forth in the Credit Agreement (as modified hereby) are true and correct on the date hereof as though made on and as of such date; provided, however, that for purposes of this clause (a), Schedule II as used in Section 4.02 of the Credit Agreement shall be deemed to include any supplements to such Schedule delivered to the Agent and the Banks by the Company prior to the date of this Amendment and (b) neither any Default nor Event of Default has occurred and is continuing as of the date hereof. SECTION 4. Reference to the Credit Agreement and Effect on the Notes and Other Documents Executed Pursuant to the Credit Agreement. (a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "herein," "hereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby. -3-

have received written confirmation by telecopy or other similar writing from such Bank of execution of a counterpart hereof by such Bank; and (b) the Agent shall have received from the Company a certificate of the Secretary or Assistant Secretary of the Company certifying that attached thereto is (i) a true and complete copy of the general borrowing resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the Credit Agreement, as amended hereby, and (ii) the incumbency and specimen signature of each officer of the Company executing this Amendment. SECTION 3. Representations and Warranties True; No Default or Event of Default. The Company hereby represents and warrants to the Agent, the Auction Administration Agent and the Banks that after giving effect to the execution and delivery of this Amendment (a) the representations and warranties set forth in the Credit Agreement (as modified hereby) are true and correct on the date hereof as though made on and as of such date; provided, however, that for purposes of this clause (a), Schedule II as used in Section 4.02 of the Credit Agreement shall be deemed to include any supplements to such Schedule delivered to the Agent and the Banks by the Company prior to the date of this Amendment and (b) neither any Default nor Event of Default has occurred and is continuing as of the date hereof. SECTION 4. Reference to the Credit Agreement and Effect on the Notes and Other Documents Executed Pursuant to the Credit Agreement. (a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "herein," "hereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby. -3-

(b) Upon the effectiveness of this Amendment, each reference in the Notes and the other documents and agreements delivered or to be delivered pursuant to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended hereby. (c) The Credit Agreement and the Notes and other documents and agreements delivered pursuant to the Credit Agreement, and modified by the amendments referred to above, shall remain in full force and effect and are hereby ratified and confirmed. SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. SECTION 6. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE AGENT, THE AUCTION ADMINISTRATION AGENT AND THE BANKS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. SECTION 8. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE LETTER AGREEMENTS REFERRED TO IN SECTIONS 2.05(b) AND 2.05(c) OF THE CREDIT AGREEMENT CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02 OF THE TEXAS BUSINESS -4-

AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES

(b) Upon the effectiveness of this Amendment, each reference in the Notes and the other documents and agreements delivered or to be delivered pursuant to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended hereby. (c) The Credit Agreement and the Notes and other documents and agreements delivered pursuant to the Credit Agreement, and modified by the amendments referred to above, shall remain in full force and effect and are hereby ratified and confirmed. SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. SECTION 6. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE AGENT, THE AUCTION ADMINISTRATION AGENT AND THE BANKS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. SECTION 8. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES AND THE LETTER AGREEMENTS REFERRED TO IN SECTIONS 2.05(b) AND 2.05(c) OF THE CREDIT AGREEMENT CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02 OF THE TEXAS BUSINESS -4-

AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. -5-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as of the date first stated herein, by their respective officers thereunto duly authorized. SYSCO CORPORATION
By: /s/ DIANE DAY SANDERS ------------------------------------Name: Diane Day Sanders Title: Vice President & Treasurer

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (FORMERLY KNOWN AS TEXAS COMMERCE BANK NATIONAL ASSOCIATION), INDIVIDUALLY AND AS AGENT
By: /s/ MARY ARNOLD ------------------------------------Mary Arnold Vice President

AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. -5-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as of the date first stated herein, by their respective officers thereunto duly authorized. SYSCO CORPORATION
By: /s/ DIANE DAY SANDERS ------------------------------------Name: Diane Day Sanders Title: Vice President & Treasurer

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (FORMERLY KNOWN AS TEXAS COMMERCE BANK NATIONAL ASSOCIATION), INDIVIDUALLY AND AS AGENT
By: /s/ MARY ARNOLD ------------------------------------Mary Arnold Vice President

-6-

THE CHASE MANHATTAN BANK (SUCCESSOR TO CHEMICAL BANK), AS AUCTION ADMINISTRATION AGENT
/s/ JANET M. BELDEN ------------------------------------Name: Janet M. Belden Title: Vice President By:

-7-

BANK OF AMERICA ILLINOIS (FORMERLY KNOWN AS CONTINENTAL BANK N.A.)
/s/ W. THOMAS BARNETT ---------------------------------------Name: W. Thomas Barnett Title: Managing Director By:

-8-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as of the date first stated herein, by their respective officers thereunto duly authorized. SYSCO CORPORATION
By: /s/ DIANE DAY SANDERS ------------------------------------Name: Diane Day Sanders Title: Vice President & Treasurer

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (FORMERLY KNOWN AS TEXAS COMMERCE BANK NATIONAL ASSOCIATION), INDIVIDUALLY AND AS AGENT
By: /s/ MARY ARNOLD ------------------------------------Mary Arnold Vice President

-6-

THE CHASE MANHATTAN BANK (SUCCESSOR TO CHEMICAL BANK), AS AUCTION ADMINISTRATION AGENT
By: /s/ JANET M. BELDEN ------------------------------------Name: Janet M. Belden Title: Vice President

-7-

BANK OF AMERICA ILLINOIS (FORMERLY KNOWN AS CONTINENTAL BANK N.A.)
By: /s/ W. THOMAS BARNETT ---------------------------------------Name: W. Thomas Barnett Title: Managing Director

-8-

NATIONSBANK, N.A. (SUCCESSOR BY MERGER TO NATIONSBANK OF TEXAS, N.A.)
By: /s/ RICHARD L. NICHOLS, JR. ------------------------------------Name: Richard L. Nichols, Jr. Title: Vice President

THE CHASE MANHATTAN BANK (SUCCESSOR TO CHEMICAL BANK), AS AUCTION ADMINISTRATION AGENT
By: /s/ JANET M. BELDEN ------------------------------------Name: Janet M. Belden Title: Vice President

-7-

BANK OF AMERICA ILLINOIS (FORMERLY KNOWN AS CONTINENTAL BANK N.A.)
By: /s/ W. THOMAS BARNETT ---------------------------------------Name: W. Thomas Barnett Title: Managing Director

-8-

NATIONSBANK, N.A. (SUCCESSOR BY MERGER TO NATIONSBANK OF TEXAS, N.A.)
/s/ RICHARD L. NICHOLS, JR. ------------------------------------Name: Richard L. Nichols, Jr. Title: Vice President By:

-9-

FIRST UNION NATIONAL BANK
/s/ MARY J. AMATORE ------------------------------------Name: Mary J. Amatore Title: Vice President By:

-10-

THE TORONTO-DOMINION BANK
By: /s/ AZAR S. AZARPOUR ------------------------------------Name: Azar S. Azarpour Title: Mgr. Cr. Admin.

-11-

BANK OF AMERICA ILLINOIS (FORMERLY KNOWN AS CONTINENTAL BANK N.A.)
/s/ W. THOMAS BARNETT ---------------------------------------Name: W. Thomas Barnett Title: Managing Director By:

-8-

NATIONSBANK, N.A. (SUCCESSOR BY MERGER TO NATIONSBANK OF TEXAS, N.A.)
/s/ RICHARD L. NICHOLS, JR. ------------------------------------Name: Richard L. Nichols, Jr. Title: Vice President By:

-9-

FIRST UNION NATIONAL BANK
By: /s/ MARY J. AMATORE ------------------------------------Name: Mary J. Amatore Title: Vice President

-10-

THE TORONTO-DOMINION BANK
/s/ AZAR S. AZARPOUR ------------------------------------Name: Azar S. Azarpour Title: Mgr. Cr. Admin. By:

-11-

UNION BANK OF SWITZERLAND, NEW YORK BRANCH
/s/ PHILIPPE R. SANDMEIER ------------------------------------Name: Philippe R. Sandmeier Title: Director By:

/s/ PAULA MUELLER ------------------------------------Name: Paula Mueller Title: Vice President Structured Finance

By:

NATIONSBANK, N.A. (SUCCESSOR BY MERGER TO NATIONSBANK OF TEXAS, N.A.)
By: /s/ RICHARD L. NICHOLS, JR. ------------------------------------Name: Richard L. Nichols, Jr. Title: Vice President

-9-

FIRST UNION NATIONAL BANK
By: /s/ MARY J. AMATORE ------------------------------------Name: Mary J. Amatore Title: Vice President

-10-

THE TORONTO-DOMINION BANK
/s/ AZAR S. AZARPOUR ------------------------------------Name: Azar S. Azarpour Title: Mgr. Cr. Admin. By:

-11-

UNION BANK OF SWITZERLAND, NEW YORK BRANCH
/s/ PHILIPPE R. SANDMEIER ------------------------------------Name: Philippe R. Sandmeier Title: Director By:

/s/ PAULA MUELLER ------------------------------------Name: Paula Mueller Title: Vice President Structured Finance

By:

-12-

WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION
By: /s/ STEVEN M. TAKEI ------------------------------------Name: Steven M. Takei Title: Senior Vice President

FIRST UNION NATIONAL BANK
/s/ MARY J. AMATORE ------------------------------------Name: Mary J. Amatore Title: Vice President By:

-10-

THE TORONTO-DOMINION BANK
By: /s/ AZAR S. AZARPOUR ------------------------------------Name: Azar S. Azarpour Title: Mgr. Cr. Admin.

-11-

UNION BANK OF SWITZERLAND, NEW YORK BRANCH
/s/ PHILIPPE R. SANDMEIER ------------------------------------Name: Philippe R. Sandmeier Title: Director By:

/s/ PAULA MUELLER ------------------------------------Name: Paula Mueller Title: Vice President Structured Finance

By:

-12-

WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION
By: /s/ STEVEN M. TAKEI ------------------------------------Name: Steven M. Takei Title: Senior Vice President

-13-

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ EDITH R. LIM ------------------------------------Name: Edith R. Lim Title: Vice President By:

THE TORONTO-DOMINION BANK
/s/ AZAR S. AZARPOUR ------------------------------------Name: Azar S. Azarpour Title: Mgr. Cr. Admin. By:

-11-

UNION BANK OF SWITZERLAND, NEW YORK BRANCH
/s/ PHILIPPE R. SANDMEIER ------------------------------------Name: Philippe R. Sandmeier Title: Director By:

/s/ PAULA MUELLER ------------------------------------Name: Paula Mueller Title: Vice President Structured Finance

By:

-12-

WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION
/s/ STEVEN M. TAKEI ------------------------------------Name: Steven M. Takei Title: Senior Vice President By:

-13-

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ EDITH R. LIM ------------------------------------Name: Edith R. Lim Title: Vice President By:

By:

/s/ JUDY A. VODHANEL ------------------------------------Name: Judy A. Vodhanel Title: Vice President

-14-

UNION BANK OF SWITZERLAND, NEW YORK BRANCH
/s/ PHILIPPE R. SANDMEIER ------------------------------------Name: Philippe R. Sandmeier Title: Director By:

/s/ PAULA MUELLER ------------------------------------Name: Paula Mueller Title: Vice President Structured Finance

By:

-12-

WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION
/s/ STEVEN M. TAKEI ------------------------------------Name: Steven M. Takei Title: Senior Vice President By:

-13-

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ EDITH R. LIM ------------------------------------Name: Edith R. Lim Title: Vice President By:

/s/ JUDY A. VODHANEL ------------------------------------Name: Judy A. Vodhanel Title: Vice President

By:

-14-

EXHIBIT 10(c) EMPLOYEE INCENTIVE STOCK OPTION PLAN SYSCO CORPORATION 1. PURPOSE. This Employee Incentive Stock Option Plan (the "Plan") is intended as an incentive and to encourage stock ownership by certain officers and other key executive employees of Sysco Corporation (the "Corporation"), or of its subsidiary corporations as that term is defined in Section 425(f) of the Internal Revenue Code of 1954 (the

WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION
/s/ STEVEN M. TAKEI ------------------------------------Name: Steven M. Takei Title: Senior Vice President By:

-13-

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ EDITH R. LIM ------------------------------------Name: Edith R. Lim Title: Vice President By:

/s/ JUDY A. VODHANEL ------------------------------------Name: Judy A. Vodhanel Title: Vice President

By:

-14-

EXHIBIT 10(c) EMPLOYEE INCENTIVE STOCK OPTION PLAN SYSCO CORPORATION 1. PURPOSE. This Employee Incentive Stock Option Plan (the "Plan") is intended as an incentive and to encourage stock ownership by certain officers and other key executive employees of Sysco Corporation (the "Corporation"), or of its subsidiary corporations as that term is defined in Section 425(f) of the Internal Revenue Code of 1954 (the "Subsidiary" or "Subsidiaries"), or of its Operating Divisions as that term is defined in Subdivision (C) of Section 6(e)(2)(X) below (subsidiaries and Operating Divisions are herein collectively called "Subsidiaries") so that they may acquire or increase their proprietary interest in the Corporation, and to reward them properly for meritorious or profit producing services to the Corporation or the Subsidiaries. It is further intended that options issued pursuant to this Plan shall constitute incentive stock options within the meaning of Sec. 422A of the Internal Revenue Code of 1954, as amended by the Economic Recovery Act of 1951. 2. ADMINISTRATION. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (the "Committee"). The Committee shall consist of not less than three members of the Corporation's Board of Directors. The Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee, however caused, shall be filled by the Board of Directors. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. The action of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. Each Director while a member of the Committee shall meet the definition of "disinterested person" contained in Rule 16b-3 of the Securities Exchange Commission. The Committee shall from time to time at its discretion

WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ EDITH R. LIM ------------------------------------Name: Edith R. Lim Title: Vice President

By:

/s/ JUDY A. VODHANEL ------------------------------------Name: Judy A. Vodhanel Title: Vice President

-14-

EXHIBIT 10(c) EMPLOYEE INCENTIVE STOCK OPTION PLAN SYSCO CORPORATION 1. PURPOSE. This Employee Incentive Stock Option Plan (the "Plan") is intended as an incentive and to encourage stock ownership by certain officers and other key executive employees of Sysco Corporation (the "Corporation"), or of its subsidiary corporations as that term is defined in Section 425(f) of the Internal Revenue Code of 1954 (the "Subsidiary" or "Subsidiaries"), or of its Operating Divisions as that term is defined in Subdivision (C) of Section 6(e)(2)(X) below (subsidiaries and Operating Divisions are herein collectively called "Subsidiaries") so that they may acquire or increase their proprietary interest in the Corporation, and to reward them properly for meritorious or profit producing services to the Corporation or the Subsidiaries. It is further intended that options issued pursuant to this Plan shall constitute incentive stock options within the meaning of Sec. 422A of the Internal Revenue Code of 1954, as amended by the Economic Recovery Act of 1951. 2. ADMINISTRATION. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (the "Committee"). The Committee shall consist of not less than three members of the Corporation's Board of Directors. The Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee, however caused, shall be filled by the Board of Directors. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. The action of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. Each Director while a member of the Committee shall meet the definition of "disinterested person" contained in Rule 16b-3 of the Securities Exchange Commission. The Committee shall from time to time at its discretion designate the key executive employees who shall be granted options and the number of shares to be optioned to each. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. 3. ELIGIBILITY. The persons who shall be eligible to receive options shall be such key executive employees (including officers, whether or not they are Directors) of the Corporation or its Subsidiaries as the Committee shall select from time

EXHIBIT 10(c) EMPLOYEE INCENTIVE STOCK OPTION PLAN SYSCO CORPORATION 1. PURPOSE. This Employee Incentive Stock Option Plan (the "Plan") is intended as an incentive and to encourage stock ownership by certain officers and other key executive employees of Sysco Corporation (the "Corporation"), or of its subsidiary corporations as that term is defined in Section 425(f) of the Internal Revenue Code of 1954 (the "Subsidiary" or "Subsidiaries"), or of its Operating Divisions as that term is defined in Subdivision (C) of Section 6(e)(2)(X) below (subsidiaries and Operating Divisions are herein collectively called "Subsidiaries") so that they may acquire or increase their proprietary interest in the Corporation, and to reward them properly for meritorious or profit producing services to the Corporation or the Subsidiaries. It is further intended that options issued pursuant to this Plan shall constitute incentive stock options within the meaning of Sec. 422A of the Internal Revenue Code of 1954, as amended by the Economic Recovery Act of 1951. 2. ADMINISTRATION. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (the "Committee"). The Committee shall consist of not less than three members of the Corporation's Board of Directors. The Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee, however caused, shall be filled by the Board of Directors. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. The action of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. Each Director while a member of the Committee shall meet the definition of "disinterested person" contained in Rule 16b-3 of the Securities Exchange Commission. The Committee shall from time to time at its discretion designate the key executive employees who shall be granted options and the number of shares to be optioned to each. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it. 3. ELIGIBILITY. The persons who shall be eligible to receive options shall be such key executive employees (including officers, whether or not they are Directors) of the Corporation or its Subsidiaries as the Committee shall select from time to time ("Optionee" or "Optionees"). An

Optionee may hold more than one option, but only on the terms and subject to the restrictions hereafter set forth. 4. STOCK. The stock subject to the options shall be shares of the Corporation's authorized and unissued or reacquired $1 par value common stock (the term "shares" as used herein shall refer to the said $1 par value common voting shares of the Corporation, and the term "Shares" shall refer to shares which are subject to an option granted under the Plan). The aggregate number of shares which may be issued under options pursuant to the Plan shall not exceed 600,000 shares. The limitations established by each of the preceding sentences shall be subject to adjustment as provided in Section 660 of the Plan. In the event that any outstanding option under the Plan for any reason expires or is terminated, the Shares allocable to the unexercised portion of such option may again be subjected to an option under the Plan.

Optionee may hold more than one option, but only on the terms and subject to the restrictions hereafter set forth. 4. STOCK. The stock subject to the options shall be shares of the Corporation's authorized and unissued or reacquired $1 par value common stock (the term "shares" as used herein shall refer to the said $1 par value common voting shares of the Corporation, and the term "Shares" shall refer to shares which are subject to an option granted under the Plan). The aggregate number of shares which may be issued under options pursuant to the Plan shall not exceed 600,000 shares. The limitations established by each of the preceding sentences shall be subject to adjustment as provided in Section 660 of the Plan. In the event that any outstanding option under the Plan for any reason expires or is terminated, the Shares allocable to the unexercised portion of such option may again be subjected to an option under the Plan. 5. ANNUAL LIMITATION. No Optionee shall be granted in any calendar year, options to purchase shares having an aggregate fair market value (determined at the date of grant of such options) in excess of (i) $100,000 plus (ii) with respect to each of the three preceding calendar years one-half of the difference between the aggregate fair market value determined (at the date of grant of the options) of the Shares for which the Optionee was granted options pursuant to this Plan in such year and $100,000; provided that any amount for any such year taken into account in determining the aggregate fair market value of Shares for which options are granted in a subsequent calendar year (the "First Carryover Year") shall not again be taken into account in a year subsequent to the First Carryover Year. 6. TERMS AND CONDITIONS OF OPTION. Options granted pursuant to the Plan shall be authorized by the Committee and shall be evidenced by agreements in such form as the Committee shall from time to time approve which agreements shall contain specifically or be subject to the following terms and conditions: (a) Optionee's Agreement. Each Optionee shall agree to remain in the employ of and to render to the Corporation or its Subsidiaries, his services for a period of two years from the date of grant of the option, but such agreement shall not impose upon the Corporation or its Subsidiaries any obligation to retain the Optionee in its employ for any period. (b) Number of Shares. Each option shall state the number of Shares to which it pertains. (c) Option Price. Each option shall state the option price which shall be not less than 100% of the fair market value of the Shares subject to the option. Fair market value shall be determined by taking the mean between the highest and lowest quoted selling prices on the New York Stock Exchange on the date of grant for shares of the -2-

Corporation of the same class as the Shares subject to the option, or, if there were no sales on such date on such Exchange, the value determined under Treasury Regulations 20.2031-2. Subject to the foregoing, the Committee, in fixing the option price, shall have full authority and discretion and be fully protected in doing so. (d) Medium and Time of Payment. The option price shall be payable on the exercise of the option and may be paid (i) in United States Dollars in cash or by check or (ii) by transferring a number of shares, valued as provided in Section 6(c) above, as of the date of transfer having a value equal the option price or (iii) by part payment in cash or by check as provided in (i) above and by payment of the balance by transferring shares to the Corporation as provided in (ii) above. (e) Conditions to Exercise of Options. (1) No option granted pursuant to this Plan shall be exercised in whole or in part more than ten years after it is granted and such option shall be subject to such further terms and conditions as to the time of its exercise as the

Corporation of the same class as the Shares subject to the option, or, if there were no sales on such date on such Exchange, the value determined under Treasury Regulations 20.2031-2. Subject to the foregoing, the Committee, in fixing the option price, shall have full authority and discretion and be fully protected in doing so. (d) Medium and Time of Payment. The option price shall be payable on the exercise of the option and may be paid (i) in United States Dollars in cash or by check or (ii) by transferring a number of shares, valued as provided in Section 6(c) above, as of the date of transfer having a value equal the option price or (iii) by part payment in cash or by check as provided in (i) above and by payment of the balance by transferring shares to the Corporation as provided in (ii) above. (e) Conditions to Exercise of Options. (1) No option granted pursuant to this Plan shall be exercised in whole or in part more than ten years after it is granted and such option shall be subject to such further terms and conditions as to the time of its exercise as the Committee may prescribe. Notwithstanding anything to the contrary contained in this Plan or any limitations prescribed by the Committee as to the exercise of an option, all options previously granted under this Plan shall become immediately exercisable if a person or persons who are acting together for the purpose of acquiring shares of the Corporation to acquire beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934) of 25% or more of the outstanding shares of the Corporation. (2) In order to exercise an option granted hereunder, in whole or in part, all of the following conditions must be fulfilled at the time of exercise: (X) The Optionee must be in the employ of the Corporation or one of its Subsidiaries. However, any Optionee who is totally and permanently disabled at the time of exercise of an option and who has ceased to work for the Corporation or one of its Subsidiaries as a result of which disability shall not be required to be employed by the Corporation at the time he exercises such option as long as he was employed by the Corporation or one of its Subsidiaries within one year prior to the date of exercise of such option. Permanent and total disability for such purposes shall mean that such Optionee, at the time he ceased his employment by the Corporation, was unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which could be expected to result in death or which at such time could be expected to last for a continuous period of not less than twelve (12) months. Such Optionee shall furnish proof of his disability in form and substance satisfactory to the Committee. For all purposes of this Incentive Stock Option Plan: (A) an employee of an Operating Division (as hereinafter defined) shall be deemed to be an employee of a Subsidiary; (B) in the event of the liquidation or merger of a Subsidiary into the Corporation, employees of the merged or liquidated Subsidiary who continue -3-

to be employed by an Operating Division of the corporation shall be deemed to be employees of a Subsidiary, and (C) an "Operating Division," of the Corporation is hereby defined as any separate, unincorporated business unit, section or component of the Corporation which has been designated as an "Operating Division" by the Directors or the Committee at the time of the grant of an option. Neither the transfer of an employee from employment by one of the Corporation's Subsidiaries to another Subsidiary, nor the transfer of an employee from the employment by one of the Subsidiaries to the Corporation or by the Corporation to one of its Subsidiaries shall be deemed the termination of the employment of the employee by the Corporation or any of its Subsidiaries. (Y) The Optionee shall have met any additional specific conditions imposed by the Committee at the time of the granting of the option. Such specific conditions may be in the form of achievement goals for the individual Optionee based upon predetermined minimum increases over a specified period or periods of time, in sales, gross profits, pre-tax earnings, productivity, or other goals or standards. The imposition of such achievement

to be employed by an Operating Division of the corporation shall be deemed to be employees of a Subsidiary, and (C) an "Operating Division," of the Corporation is hereby defined as any separate, unincorporated business unit, section or component of the Corporation which has been designated as an "Operating Division" by the Directors or the Committee at the time of the grant of an option. Neither the transfer of an employee from employment by one of the Corporation's Subsidiaries to another Subsidiary, nor the transfer of an employee from the employment by one of the Subsidiaries to the Corporation or by the Corporation to one of its Subsidiaries shall be deemed the termination of the employment of the employee by the Corporation or any of its Subsidiaries. (Y) The Optionee shall have met any additional specific conditions imposed by the Committee at the time of the granting of the option. Such specific conditions may be in the form of achievement goals for the individual Optionee based upon predetermined minimum increases over a specified period or periods of time, in sales, gross profits, pre-tax earnings, productivity, or other goals or standards. The imposition of such achievement goals and conditions shall be in the sole discretion of the Committee, and such goals and conditions may differ between individual employees of the Corporation and/or its Subsidiaries; and between classes of employees of the Corporation and/or any Subsidiary, and between the employees of the Corporation, as a class, and the employees of the Subsidiaries as a class. (f) Prior Outstanding Option. No option (for purposes of this Section 6(f) called "New Option") shall be exercisable while there is outstanding any Incentive Stock Option (as defined in Section 422A of the Internal Revenue Code of 1954), which Incentive Stock Option was granted, before the granting of the New Option to the person to whom the New Option is granted, to purchase shares of the Corporation or in a corporation which at the time the New Option is granted, is a patent or subsidiary corporation (as those terms are defined in Section 425 of the Internal Revenue Code of 1954) of the Corporation, or is a predecessor corporation of the Corporation or such parent or subsidiary corporation. An incentive stock option shall be treated as outstanding until such option is exercised in full or expires by reason of a lapse of time. (g) Termination of Employment Except by Death. In the event that an Optionee shall cease to be employed by the Corporation or any of its Subsidiaries for any reason other than his death or disability as defined in Section 6 (e)(2)(X) and shall be no longer in the employ of any of them, such Optionee shall not have the right to exercise the unexercised portion of the option and such portion of the option shall become null and void after such termination of employment. Whether authorized leave of absence or absence for military or governmental service shall constitute termination of employment, for the purposes of the Plan, shall be determined by the Committee, whose determination shall be final and conclusive. (h) Death of Optionee and Transfer of Option. If the Optionee shall die while in the employ of the Corporation or a Subsidiary and shall not have fully exercised the -4-

option, the option may be exercised subject to the condition that no option shall be exercisable after the expiration of ten years from the date it is granted, to the extent that the Optionee's right to exercise such option had accrued pursuant to this Section 6 of the Plan at the time of his death and had not previously been exercised at any time within six months after the Optionee's death by the executors or administrators of the Optionee or by any person or persons who shall have acquired the option directly from the Optionee by request or inheritance. No option shall be transferable by the Optionee otherwise than by will or under the laws of descent and distribution. (i) Recapitalization. Subject to any required action by the stockholders, the number of shares covered by each outstanding option, and the price per Share thereof in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Corporation resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the shares) or any other increase or decrease in the number of such shares effected without receipt of consideration by the Corporation.

option, the option may be exercised subject to the condition that no option shall be exercisable after the expiration of ten years from the date it is granted, to the extent that the Optionee's right to exercise such option had accrued pursuant to this Section 6 of the Plan at the time of his death and had not previously been exercised at any time within six months after the Optionee's death by the executors or administrators of the Optionee or by any person or persons who shall have acquired the option directly from the Optionee by request or inheritance. No option shall be transferable by the Optionee otherwise than by will or under the laws of descent and distribution. (i) Recapitalization. Subject to any required action by the stockholders, the number of shares covered by each outstanding option, and the price per Share thereof in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Corporation resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the shares) or any other increase or decrease in the number of such shares effected without receipt of consideration by the Corporation. Subject to any required action by the stockholders, if the Corporation shall be the surviving corporation in any merger or consolidation, each outstanding option shall pertain to and apply to the securities to which a holder of the number of shares subject to the option would have been entitled. A dissolution or liquidation of the Corporation or a merger or consolidation in which the Corporation is not the surviving corporation, shall cause each outstanding option to terminate, provided that each Optionee shall, in such event, if a period of two years from the date of grant the option shall have expired, have the right immediately prior to such dissolution or liquidation or merger or consolidation in which the Corporation is not the surviving corporation, to exercise his option in whole or in part subject to the provisions of this Section 6 of the Plan. In the event of a change in the shares of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the shares within the meaning of the Plan. To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee whose determination in that respect shall be final, binding and conclusive, provided that each option granted pursuant to this Plan shall not be adjusted in a manner that causes the option to fail to continue to qualify as an incentive stock option within the meaning of Sec. 422A of the Internal Revenue code of 1954. Except as hereinbefore expressly provided in this Section 6, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spinoff of assets or stock of another corporation, and any issue -5-

by the Corporation of shares of stock of any class, shall not affect and, no adjustment by reason thereof shall be made with respect to the number or price of Shares subject to the option. The grant of any option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets; provided, however, that if any such adjustment shall result in a fractional share for any optionee under any option hereunder, such fraction shall be completely disregarded and the optionee shall only be entitled to the whole number of shares resulting from such adjustment. (j) Rights as a Stockholder. An optionee or a transferee of an option shall have no rights as a stockholder with respect to any Shares covered by his option until the date of the issuance of a stock certificate to him for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 6 hereof.

by the Corporation of shares of stock of any class, shall not affect and, no adjustment by reason thereof shall be made with respect to the number or price of Shares subject to the option. The grant of any option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets; provided, however, that if any such adjustment shall result in a fractional share for any optionee under any option hereunder, such fraction shall be completely disregarded and the optionee shall only be entitled to the whole number of shares resulting from such adjustment. (j) Rights as a Stockholder. An optionee or a transferee of an option shall have no rights as a stockholder with respect to any Shares covered by his option until the date of the issuance of a stock certificate to him for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 6 hereof. (k) Investment Purpose. The Company shall not be obligated to sell or issue any shares pursuant to any option unless the Shares with respect to which the option is being exercised are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. Notwithstanding anything in the Plan to the contrary, each option under the Plan shall be granted on the condition that the purchases of Shares thereunder shall be for investment purposes, and not with a view to resale or distribution except that in the event the Shares subject to such Option are registered under the Securities Act of 1933, as amended, or in the event a resale of such Shares without such registration would otherwise be permissible, such condition shall be inoperative if in the opinion of counsel for the Corporation such condition is not required under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. (l) Other Provisions. Options authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the option, as the Committee or the Board of Directors of the Corporation shall deem advisable subject to any limitation on the discretion of the Board of Directors required by Rule 16b-3. Any such option agreement shall contain such limitations and restrictions upon the exercise of the option as shall be necessary in order that such Option will be an Incentive Stock Option as defined in Sec. 422A of the Internal Revenue Code of 1954 or to conform to any change in the law and shall not contain any provisions, restrictions or limitations which shall prevent such option from being an Incentive Stock Option as aforesaid. -6-

7. TERM OF PLAN. Options may be granted pursuant to the Plan from time to time within a period of ten years from the date the Plan is adopted or the date the Plan is approved by the Stockholders, whichever is earlier. 8. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of indemnification as they may have as Directors or as members of the Committee, the members of the Committee shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, a suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his duties; provided that within sixty (60) days after institution of any such action, suit or proceeding a Committee member shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend the same.

7. TERM OF PLAN. Options may be granted pursuant to the Plan from time to time within a period of ten years from the date the Plan is adopted or the date the Plan is approved by the Stockholders, whichever is earlier. 8. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of indemnification as they may have as Directors or as members of the Committee, the members of the Committee shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, a suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his duties; provided that within sixty (60) days after institution of any such action, suit or proceeding a Committee member shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend the same. 9. AMENDMENT TO THE PLAN. The Board of Directors of the Corporation may, insofar as permitted by law, from time to time, with respect to any shares at the time not subject to options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever except that, without approval of the stockholders, no such revision or amendment shall change the number of shares subject to the Plan, change the designation of the class of employees eligible to receive options, decrease the price at which Options may be granted, remove the administration of the Plan from the Committee, or render any member of the Committee eligible to receive an option under the Plan while serving thereon. Furthermore, the Plan may not, without the approval of the stockholders, be amended in any manner that will cause options issued under it to fail to meet the requirements of Incentive stock options as defined in Sec. 422A of the 1954 Internal Revenue Code. 10. APPLICATION OF FUNDS. The proceeds received by the Corporation from the sale of Shares pursuant to options will be used for general corporate purposes. 11. NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall impose no obligation upon the Optionee to exercise such option. -7-

12. APPROVAL OF STOCKHOLDERS. The Plan shall not take effect until approved by the holders of a majority of the outstanding shares which approval must occur within the period beginning twelve months before and ending twelve months after the date the Plan is adopted by the Board of Directors. 13. LIMITATIONS ON GRANT OF OPTION. No option may be granted under this Plan to any person who owns, or who, by reason of the exercise of such option will own more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation, its parent or subsidiary, as provided in Section 422A(b)(6) of the Internal Revenue Code of 1954. -8-

12. APPROVAL OF STOCKHOLDERS. The Plan shall not take effect until approved by the holders of a majority of the outstanding shares which approval must occur within the period beginning twelve months before and ending twelve months after the date the Plan is adopted by the Board of Directors. 13. LIMITATIONS ON GRANT OF OPTION. No option may be granted under this Plan to any person who owns, or who, by reason of the exercise of such option will own more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation, its parent or subsidiary, as provided in Section 422A(b)(6) of the Internal Revenue Code of 1954. -8-

EXHIBIT 10(e) SYSCO CORPORATION 1991 STOCK OPTION PLAN 1. PURPOSE. This 1991 Stock Option Plan (the "Plan") is intended as an incentive and to encourage stock ownership by certain officers and other key employees of Sysco Corporation (the "Corporation"), or of its subsidiary corporations (the "Subsidiary" or "Subsidiaries") as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code") and certain others so that they may acquire or increase their proprietary interest in the Corporation and to reward them properly for meritorious or profit producing services to the Corporation or the Subsidiaries. It is intended that certain of the options granted pursuant to the Plan shall be incentive stock options ("Incentive Stock Options") meeting the requirements of Section 422 of the Code, or any succeeding provisions, and the remainder of the options granted pursuant to the Plan be options which are not Incentive Stock Options ("Nonincentive Stock Options"). Options granted pursuant to the Plan that are intended to be Incentive Stock Options shall be specifically designated as Incentive Stock Options upon grant of the options. No option not specifically designated as an Incentive Stock Option upon grant of the option shall be treated as an Incentive Stock Option for any purpose under the Plan. 2. ADMINISTRATION. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (the "Committee"). The Committee shall consist of not less than three members of the Corporation's Board of Directors. The Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee, however caused, shall be filled by the Board of Directors. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. The action of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. Each Director while a member of the Committee shall meet the definition of "disinterested person" contained in Rule 16b-3 of the Securities and Exchange Commission. The Committee shall from time to time at its discretion (i) designate the key employees and Directors who shall be granted options, the number of shares to be optioned to each, and which options are to be Incentive Stock Options and which are to be Nonincentive Stock Options, and (ii) make such other determinations and designations as are provided in the Plan. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.

3. ELIGIBILITY.

EXHIBIT 10(e) SYSCO CORPORATION 1991 STOCK OPTION PLAN 1. PURPOSE. This 1991 Stock Option Plan (the "Plan") is intended as an incentive and to encourage stock ownership by certain officers and other key employees of Sysco Corporation (the "Corporation"), or of its subsidiary corporations (the "Subsidiary" or "Subsidiaries") as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code") and certain others so that they may acquire or increase their proprietary interest in the Corporation and to reward them properly for meritorious or profit producing services to the Corporation or the Subsidiaries. It is intended that certain of the options granted pursuant to the Plan shall be incentive stock options ("Incentive Stock Options") meeting the requirements of Section 422 of the Code, or any succeeding provisions, and the remainder of the options granted pursuant to the Plan be options which are not Incentive Stock Options ("Nonincentive Stock Options"). Options granted pursuant to the Plan that are intended to be Incentive Stock Options shall be specifically designated as Incentive Stock Options upon grant of the options. No option not specifically designated as an Incentive Stock Option upon grant of the option shall be treated as an Incentive Stock Option for any purpose under the Plan. 2. ADMINISTRATION. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (the "Committee"). The Committee shall consist of not less than three members of the Corporation's Board of Directors. The Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee, however caused, shall be filled by the Board of Directors. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. The action of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. Each Director while a member of the Committee shall meet the definition of "disinterested person" contained in Rule 16b-3 of the Securities and Exchange Commission. The Committee shall from time to time at its discretion (i) designate the key employees and Directors who shall be granted options, the number of shares to be optioned to each, and which options are to be Incentive Stock Options and which are to be Nonincentive Stock Options, and (ii) make such other determinations and designations as are provided in the Plan. The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.

3. ELIGIBILITY. The persons who shall be eligible to receive options as the Committee shall select from time to time shall be key employees of the Corporation or its Subsidiaries (including officers, whether or not they are Directors) and Directors (in either case, an "Optionee" or collectively, "Optionees"); provided that persons who are Directors but not employees or officers of the Corporation or its Subsidiaries shall only be eligible to receive Nonincentive Stock Options. An Optionee may hold more than one option, but only on the terms and subject to the restrictions hereafter set forth. 4. STOCK. The stock subject to the options shall be shares of the Corporation's authorized and unissued or reacquired $1 par value Common Stock (the term "shares" as used herein shall refer to shares of said $1 par value Common Stock of the Corporation, and the term "Shares" shall refer to shares which are subject to an option granted under the Plan). The aggregate number of shares which may be issued under options pursuant to the Plan shall not exceed 1,500,000 shares, and the maximum number of shares which may be issued under Incentive Stock

3. ELIGIBILITY. The persons who shall be eligible to receive options as the Committee shall select from time to time shall be key employees of the Corporation or its Subsidiaries (including officers, whether or not they are Directors) and Directors (in either case, an "Optionee" or collectively, "Optionees"); provided that persons who are Directors but not employees or officers of the Corporation or its Subsidiaries shall only be eligible to receive Nonincentive Stock Options. An Optionee may hold more than one option, but only on the terms and subject to the restrictions hereafter set forth. 4. STOCK. The stock subject to the options shall be shares of the Corporation's authorized and unissued or reacquired $1 par value Common Stock (the term "shares" as used herein shall refer to shares of said $1 par value Common Stock of the Corporation, and the term "Shares" shall refer to shares which are subject to an option granted under the Plan). The aggregate number of shares which may be issued under options pursuant to the Plan shall not exceed 1,500,000 shares, and the maximum number of shares which may be issued under Incentive Stock Options pursuant to the Plan shall not exceed 1,500,000 shares. The limitations established by each of the preceding sentences shall be subject to adjustment as provided in Section 6(h) of the Plan. If any outstanding option under the Plan for any reason expires or is terminated, the Shares allocable to the unexercised portion of such option may again be subjected to an option under the Plan. 5. ANNUAL LIMITATION. To the extent that the fair market value (determined at the date of grant of the option in accordance with Section 6(d) of the Plan) of the Shares with respect to which Incentive Stock Options first become exercisable by an Optionee during any calendar year (under the Plan and any other plans granting Incentive Stock Options which are established by the Corporation or its Subsidiaries) exceeds $100,000, such options shall be treated as Nonincentive Stock Options. 6. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the Plan shall be authorized by the Committee on such terms and conditions as shall be determined by the Committee subject to the following terms and conditions: (a) Option Designation. Each option granted hereunder shall be clearly identified at the time of grant as an Incentive Stock Option or a Nonincentive Stock Option. An Incentive Stock Option may not be granted in a tandem stock option arrangement under the Plan (i.e., where an Incentive Stock Option is issued together with a Nonincentive Stock Option and the exercise of either type of option affects the right to exercise the other type of option). -2-

(b) Individual Stock Option Agreements. Each option granted pursuant to the Plan shall be evidenced by an agreement in such form as the Committee shall from time to time approve. All such agreements shall comply with and be subject to the terms of this Plan. (c) Number of Shares. Each option shall state the number of Shares to which it pertains. (d) Option Price. Each option shall state the option price, which shall be not less than 100% of the fair market value of the Shares subject to the option. Fair market value shall be determined as the last closing price of the shares on the New York Stock Exchange (the "Exchange") prior to the grant of the option by the Committee. Subject to the foregoing, the Committee, in fixing the option price, shall have full authority and discretion and be fully protected in doing so. (e) Medium and Time of Payment. The option price shall be payable on the exercise of the option and may be paid (i) in United States Dollars in cash or by check or (ii) by transferring a number of shares, valued as provided

(b) Individual Stock Option Agreements. Each option granted pursuant to the Plan shall be evidenced by an agreement in such form as the Committee shall from time to time approve. All such agreements shall comply with and be subject to the terms of this Plan. (c) Number of Shares. Each option shall state the number of Shares to which it pertains. (d) Option Price. Each option shall state the option price, which shall be not less than 100% of the fair market value of the Shares subject to the option. Fair market value shall be determined as the last closing price of the shares on the New York Stock Exchange (the "Exchange") prior to the grant of the option by the Committee. Subject to the foregoing, the Committee, in fixing the option price, shall have full authority and discretion and be fully protected in doing so. (e) Medium and Time of Payment. The option price shall be payable on the exercise of the option and may be paid (i) in United States Dollars in cash or by check or (ii) by transferring a number of shares, valued as provided in Section 6(d) above, as of the date of transfer having a value equal the option price, or (iii) by part payment in cash or by check as provided in (i) above and by payment of the balance by transferring shares to the Corporation as provided in (ii) above. (f) Conditions to Exercise of Options. (1) No option granted pursuant to this Plan shall be exercised in whole or in part more than ten years after it is granted, and such option shall be subject to such further terms and conditions as to the time of its exercise as the Committee may prescribe. (2) In order to exercise an option granted hereunder, in whole or in part, the Optionee must meet any additional specific conditions imposed by the Committee at the time of the granting of the option. Such specific conditions may be in the form of achievement goals for the individual Optionee based upon predetermined minimum increases over a specified period or periods of time, in sales, gross profits, pre-tax earnings, productivity, or other goals or standards. The imposition of such achievement goals and conditions shall be in the sole discretion of the Committee; and such goals and conditions may differ between individual employees of the Corporation and/or of its Subsidiaries; and between classes of employees of the Corporation and/or any Subsidiary; and between the employees of the Corporation, as a class, and the employees of the Subsidiaries as a class. (3) Notwithstanding anything to the contrary contained in this Plan or any limitations prescribed by the Committee as to the exercise of an option, all options previously granted under this Plan shall become immediately exercisable if a person or persons who are acting together for the purpose of acquiring shares of the Corporation acquire beneficial ownership (as defined in Rule 13d-3 of the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of the Corporation. -3-

(g) Death of Optionee and Transfer of Option. If the Optionee shall die while in the employ of the Corporation or a Subsidiary and shall not have fully exercised the option, the option may be exercised, subject to the condition that no option shall be exercisable after the expiration of ten years from the date it is granted, to the extent that the Optionee's right to exercise such option had accrued pursuant to this Section 6 of the Plan at the time of his death and had not previously been exercised, at any time within one (1) year after the Optionee's death, by the executors or administrators of the Optionee or by any person or persons who shall have acquired the option directly from the Optionee by bequest or inheritance. No option shall be transferable by the Optionee otherwise than by will or under the laws of descent and distribution and each option shall be exercisable, during the Optionee's lifetime, only by him. (h) Changes in Capitalization. Subject to any required action by the stockholders, the number of Shares covered by each outstanding option and the price per Share in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Corporation resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the shares) or any other increase or

(g) Death of Optionee and Transfer of Option. If the Optionee shall die while in the employ of the Corporation or a Subsidiary and shall not have fully exercised the option, the option may be exercised, subject to the condition that no option shall be exercisable after the expiration of ten years from the date it is granted, to the extent that the Optionee's right to exercise such option had accrued pursuant to this Section 6 of the Plan at the time of his death and had not previously been exercised, at any time within one (1) year after the Optionee's death, by the executors or administrators of the Optionee or by any person or persons who shall have acquired the option directly from the Optionee by bequest or inheritance. No option shall be transferable by the Optionee otherwise than by will or under the laws of descent and distribution and each option shall be exercisable, during the Optionee's lifetime, only by him. (h) Changes in Capitalization. Subject to any required action by the stockholders, the number of Shares covered by each outstanding option and the price per Share in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Corporation resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the shares) or any other increase or decrease in the number of such shares effected without receipt of consideration by the Corporation. If the Corporation merges or consolidates with another corporation, whether or not the Corporation is a surviving corporation, or if the Corporation is liquidated or sells or otherwise disposes of substantially all of its assets while unexercised Options remain outstanding under the Plan, (a) subject to the provisions of clause (c) below, after the effective date of the merger, consolidation, liquidation, sale or other disposition, as the case may be, each holder of an outstanding option shall be entitled, upon exercise of that option, to receive, in lieu of Shares, the number and class or classes of shares of stock or other securities or property to which the holder would have been entitled if, immediately prior to the merger, consolidation, liquidation, sale or other disposition, the holder had been the holder of record of a number of Shares equal to the number of Shares as to which that option may be exercised; (b) if options have not already become exercisable under paragraph 6(f)(3) hereof, the Board of Directors may waive any limitations set forth in or imposed pursuant to this Plan so that all options, from and after a date prior to the effective date of that merger, consolidation, liquidation, sale or other dispositions, as the case may be, specified by the Board of Directors, shall be exercisable in full; and (c) all outstanding options may be cancelled by the Board of Directors as of the effective date of any merger, consolidation, liquidation, sale or other disposition provided that any Optionee shall have the right immediately prior to such event to exercise his option to the extent such Optionee is otherwise able to do so in accordance with this Plan (including paragraph 6(f)(3) hereof) or his individual stock option agreement. In the event of a change in the shares of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same -4-

number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the shares within the meaning of the Plan. To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive; provided, that each option which, upon grant of the option, is specifically designated as an Incentive Stock Option shall not be adjusted in a manner that causes the option to fail to continue to qualify as an Incentive Stock Option. Except as hereinbefore expressly provided in this Section 6, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue by the Corporation of shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to the option. The grant of any option pursuant to the Plan shall not affect in any way the right or power of the Corporation (A) to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, (B) to merge

number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the shares within the meaning of the Plan. To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive; provided, that each option which, upon grant of the option, is specifically designated as an Incentive Stock Option shall not be adjusted in a manner that causes the option to fail to continue to qualify as an Incentive Stock Option. Except as hereinbefore expressly provided in this Section 6, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spinoff of assets or stock of another corporation, and any issue by the Corporation of shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to the option. The grant of any option pursuant to the Plan shall not affect in any way the right or power of the Corporation (A) to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, (B) to merge or consolidate, (C) to dissolve, liquidate or sell, or transfer all or any part of its business or assets or (D) to issue any bonds, debentures, preferred or other preference stock ahead of or affecting the shares. If any action described in the preceding sentence results in a fractional share for any Optionee under any option hereunder, such fraction shall be completely disregarded and the Optionee shall only be entitled to the whole number of shares resulting from such adjustment. (i) Rights as a Stockholder. An Optionee or a transferee of an option shall have no rights as a stockholder with respect to any Shares covered by his option until the date of the issuance of a stock certificate to him for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 6 hereof. (j) Investment Purpose. The Company shall not be obligated to sell or issue any shares pursuant to any option unless the Shares with respect to which the option is being exercised are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. Notwithstanding anything in the Plan to the contrary, each option under the Plan shall be granted on the condition that the purchases of Shares thereunder shall be for investment purposes, and not with a view to resale or distribution except that in the event the Shares subject to such Option are registered under the Securities Act of 1933, as amended, or in the event a resale of such Shares without such registration would -5-

otherwise be permissible, such condition shall be inoperative if in the opinion of counsel for the Corporation such condition is not required under Securities Act of 1933 of any other applicable law, regulation, or rule of any governmental agency. (k) Other Provisions. Options authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the option, as the Committee or the Board of Directors of the Corporation shall deem advisable subject to any limitation in the discretion of the Board of Directors required by Rule 16b-3. 7. TERM OF PLAN. Options may be granted pursuant to the Plan from time to time within a period of ten years from the date the Plan is adopted or the date the Plan is approved by the Stockholders, whichever is earlier. 8. SUBSTITUTION FOR OR ASSUMPTION OF OPTIONS GRANTED BY OTHERS.

otherwise be permissible, such condition shall be inoperative if in the opinion of counsel for the Corporation such condition is not required under Securities Act of 1933 of any other applicable law, regulation, or rule of any governmental agency. (k) Other Provisions. Options authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the option, as the Committee or the Board of Directors of the Corporation shall deem advisable subject to any limitation in the discretion of the Board of Directors required by Rule 16b-3. 7. TERM OF PLAN. Options may be granted pursuant to the Plan from time to time within a period of ten years from the date the Plan is adopted or the date the Plan is approved by the Stockholders, whichever is earlier. 8. SUBSTITUTION FOR OR ASSUMPTION OF OPTIONS GRANTED BY OTHERS. The Corporation may issue or assume any stock option in any transaction or transactions upon such terms and conditions and, in the case of any option so assumed, with such modifications or adjustments therein, as shall be determined by the Committee. Any such option so issued or assumed shall be deemed to be an option granted under this Plan, notwithstanding that any provision of this Plan would not, except for this Section 8, permit the grant of an option having the terms and conditions, including the option price, of such option as so issued or assumed. 9. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of indemnification as they may have as Directors or as members of the Committee, the members of the Committee shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, a suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his duties; provided that within sixty (60) days after institution of any such action, suit or proceeding a Committee member shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend the same. 10. STOCK APPRECIATION RIGHTS. (a) Grant of SARs. The Committee, in its discretion, may grant stock appreciation rights ("SARs") to some or all Optionees. SARs may be granted in -6-

conjunction with all or a part of any option granted under the Plan, either at the time of the grant of such option or at any subsequent time prior to the expiration of such option; provided, however, that SARs shall not be offered or granted in connection with a prior option without the consent of the holder of such option. SARs may not be exercised by an Optionee who is a director or officer (within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934) of the Company within six months after the right is granted, except this limitation shall not be applicable in the event of death or disability of such Optionee occurring prior to the expiration of such sixmonth period. (b) Agreements. The SAR shall be set forth in an agreement (which may be the agreement described in Section, 6(b)) between the Optionee and the Company which shall contain such terms and conditions as the Committee may deem appropriate. (1) All SARs shall be subject to the following terms and conditions:

conjunction with all or a part of any option granted under the Plan, either at the time of the grant of such option or at any subsequent time prior to the expiration of such option; provided, however, that SARs shall not be offered or granted in connection with a prior option without the consent of the holder of such option. SARs may not be exercised by an Optionee who is a director or officer (within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934) of the Company within six months after the right is granted, except this limitation shall not be applicable in the event of death or disability of such Optionee occurring prior to the expiration of such sixmonth period. (b) Agreements. The SAR shall be set forth in an agreement (which may be the agreement described in Section, 6(b)) between the Optionee and the Company which shall contain such terms and conditions as the Committee may deem appropriate. (1) All SARs shall be subject to the following terms and conditions: (A) SARs shall be exercisable only at such time and to the extent that the options to which they relate (the "Related Option") shall be exercisable. Both a SAR and the Related Option may be exercised concurrently only when the Related Option is a Nonincentive Stock Option. (B) Upon exercise of a SAR, the Optionee shall be entitled to the difference between the market value of one Share and the option price per Share specified in the Related Option times the number of Shares in respect of which the SARs shall have been exercised (the "Economic Value"). The market value of Shares on the date of exercise of the SARs shall be the "fair market value" as such term is used in Section 6(d). (C) An Optionee, upon the exercise of SARs shall receive the Economic Value thereof, and the Committee in its sole discretion shall determine the form in which payment of such Economic Value will be made, either in cash, Shares or any combination thereof; and (D) A SAR may be exercised without exercising the Related Option but the Related Option shall be cancelled for all purposes under the Plan to the extent of the SAR exercise. A Related Option may be exercised without exercising the SAR but the SAR shall be cancelled for all purposes under the Plan to the extent of the Related Option exercise. (2) In addition to the conditions set forth in clause 10(b)(1), SARs issued in connection with Incentive Stock Options shall meet the following conditions: (A) Each SAR must expire not later than the expiration of the Related Option; -7-

(B) The SAR shall be transferable only when the Related Option is transferable and under the same conditions; and (C) The SAR may be exercised only when there is a positive spread, that is, when the fair market value of the Stock subject to the option (determined in accordance with Section 6(d) hereof) exceeds the exercise price of the option. 11. FORFEITURE. Notwithstanding any other provision of this Plan, if the Committee finds by a majority vote, that: (i) the Optionee, before or after termination of his employment with the Corporation or a Subsidiary (as used in this Section 11, an "Employer"), committed fraud, embezzlement, theft, a felony, or proven dishonesty in the course of his employment by Employer which damaged Employer, or for disclosing trade secrets of Employer, or (ii) the Optionee, before or after termination of his employment with Employer for any reason, participated, engaged in or had a financial or other interest (whether as an employee, officer, director, consultant, contractor, shareholder, owner, or otherwise) in any commercial endeavor in the United States which is competitive with the business of Employer, then any outstanding options which have not been exercised by Optionee will be forfeited. The decision of the Committee as to the nature of an Optionee's conduct, the damage done to Employer and the

(B) The SAR shall be transferable only when the Related Option is transferable and under the same conditions; and (C) The SAR may be exercised only when there is a positive spread, that is, when the fair market value of the Stock subject to the option (determined in accordance with Section 6(d) hereof) exceeds the exercise price of the option. 11. FORFEITURE. Notwithstanding any other provision of this Plan, if the Committee finds by a majority vote, that: (i) the Optionee, before or after termination of his employment with the Corporation or a Subsidiary (as used in this Section 11, an "Employer"), committed fraud, embezzlement, theft, a felony, or proven dishonesty in the course of his employment by Employer which damaged Employer, or for disclosing trade secrets of Employer, or (ii) the Optionee, before or after termination of his employment with Employer for any reason, participated, engaged in or had a financial or other interest (whether as an employee, officer, director, consultant, contractor, shareholder, owner, or otherwise) in any commercial endeavor in the United States which is competitive with the business of Employer, then any outstanding options which have not been exercised by Optionee will be forfeited. The decision of the Committee as to the nature of an Optionee's conduct, the damage done to Employer and the extent of the Optionee's competitive activity will be final. No decision of the Committee, however, will affect the finality of the discharge of the Optionee by Employer in any manner. In order to provide the Corporation with an opportunity to enforce this Section 11, no option may be exercised without the certification by the Committee that no such forbidden action has been raised for their determination. 12. AMENDMENT TO THE PLAN. The Board of Directors of the Corporation may, insofar as permitted by law, from time to time, with respect to any shares at the time not subject to options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever except that, without approval of the stockholders, no such revision or amendment shall change the number of shares subject to the Plan, change the designation of the class of employees eligible to receive options, decrease the price at which options may be granted or remove the administration of the Plan from the Committee. -8-

EXHIBIT 10(g) AMENDMENTS TO THE SYSCO CORPORATION 1991 STOCK OPTION PLAN The Sysco Corporation 1991 Stock Option Plan (the "Plan"), which was approved by the shareholders on November 8, 1991 and amended effective September 4, 1997, was amended by the Board of Directors effective November 5, 1998, pursuant to Section 12 of the Plan which empowers the Board to amend the Plan from time to time. These amendments are as set forth below. 1. The second sentence of paragraph (d) of Section 6 of the Plan is hereby deleted in its entirety and replaced by the following: "For purposes of this Plan, "fair market value" shall be determined as the last closing price of the Corporation's Common Stock on the New York Stock Exchange (the "Exchange") prior to the date on which fair market value is to be determined." 2. Paragraph (e) of Section 6 of the Plan is hereby deleted in its entirety and replaced by the following: "(e) Medium and Time of Payment. The option price shall be payable on the exercise of the option and may be paid (i) in United States Dollars in cash or by check or (ii) in shares of Corporation Common Stock having an aggregate value equal to the option price or (iii) by a combination of (i) and (ii) above. For purposes of this Section 6(e), "value" means, for any given business day, the average of the quoted daily high and low prices of Corporation Common Stock on the Exchange on such day."

EXHIBIT 10(g) AMENDMENTS TO THE SYSCO CORPORATION 1991 STOCK OPTION PLAN The Sysco Corporation 1991 Stock Option Plan (the "Plan"), which was approved by the shareholders on November 8, 1991 and amended effective September 4, 1997, was amended by the Board of Directors effective November 5, 1998, pursuant to Section 12 of the Plan which empowers the Board to amend the Plan from time to time. These amendments are as set forth below. 1. The second sentence of paragraph (d) of Section 6 of the Plan is hereby deleted in its entirety and replaced by the following: "For purposes of this Plan, "fair market value" shall be determined as the last closing price of the Corporation's Common Stock on the New York Stock Exchange (the "Exchange") prior to the date on which fair market value is to be determined." 2. Paragraph (e) of Section 6 of the Plan is hereby deleted in its entirety and replaced by the following: "(e) Medium and Time of Payment. The option price shall be payable on the exercise of the option and may be paid (i) in United States Dollars in cash or by check or (ii) in shares of Corporation Common Stock having an aggregate value equal to the option price or (iii) by a combination of (i) and (ii) above. For purposes of this Section 6(e), "value" means, for any given business day, the average of the quoted daily high and low prices of Corporation Common Stock on the Exchange on such day." 3. Except as amended in the manner described above, the Plan shall be and remain in full force and effect.

EXHIBIT 10(i) AMENDMENT TO AMENDED AND RESTATED SYSCO CORPORATION NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN The Amended and Restated Sysco Corporation Non-Employee Directors Stock Option Plan (the "Plan"), dated effective September 4, 1997, was amended by the Board of Directors effective November 5, 1998 pursuant to Paragraph 10 of the Plan, which empowers the Board to amend the Plan from time to time. This amendment is as set forth below. 1. Paragraph 7 is hereby deleted in its entirety and replaced by the following: "The Option exercise price shall be paid in cash in U.S. dollars at the time the Option is exercised or in shares of Corporation Common Stock having an aggregate Fair Market Value (determined as of the last business day prior to the date of exercise) equal to the Option exercise price or by a combination of cash and Common Stock. For purchases of the Plan, "Fair Market Value" means, for any given business day, the average of the quoted daily high and low prices of Corporation Common Stock on the NYSE on such day." 2. Except as amended in the manner describe above, the Plan shall be and remain in full force and effect.

EXHIBIT 21 SYSCO CORPORATION AND SUBSIDIARIES

EXHIBIT 10(i) AMENDMENT TO AMENDED AND RESTATED SYSCO CORPORATION NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN The Amended and Restated Sysco Corporation Non-Employee Directors Stock Option Plan (the "Plan"), dated effective September 4, 1997, was amended by the Board of Directors effective November 5, 1998 pursuant to Paragraph 10 of the Plan, which empowers the Board to amend the Plan from time to time. This amendment is as set forth below. 1. Paragraph 7 is hereby deleted in its entirety and replaced by the following: "The Option exercise price shall be paid in cash in U.S. dollars at the time the Option is exercised or in shares of Corporation Common Stock having an aggregate Fair Market Value (determined as of the last business day prior to the date of exercise) equal to the Option exercise price or by a combination of cash and Common Stock. For purchases of the Plan, "Fair Market Value" means, for any given business day, the average of the quoted daily high and low prices of Corporation Common Stock on the NYSE on such day." 2. Except as amended in the manner describe above, the Plan shall be and remain in full force and effect.

EXHIBIT 21 SYSCO CORPORATION AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT Registrant: Sysco Corporation The following is a list of wholly-owned subsidiaries of the Registrant.
STATE OR JURISDICTION OF INCORPORATION ------------------------Delaware Delaware British Columbia, Canada Colorado Delaware Nebraska Nebraska New Jersey New Jersey Delaware Delaware Tennessee Maryland Tennessee Delaware Delaware Delaware Delaware Delaware Delaware Delaware Arkansas Delaware Delaware Delaware Pennsylvania

NAME OF SUBSIDIARY --------------------------------Buckhead Beef Company Doughtie's Sysco Food Services, Inc. K.W. Food Distributors Ltd. Nobel/Sysco Food Services Company *Sysco Equipment & Furnishings Company Pegler-Sysco Food Services Company *Pegler-Sysco Transportation Co. Ritter Sysco Food Services, Inc. *Dowd Food Discount Corp. Sysco Administrative Services, Inc. Sysco Financial Services, Inc. *Hardin's-Sysco Food Services, Inc. *Lankford-Sysco Food Services, Inc. *Robert Orr-Sysco Food Services Company *Sysco Food Services of Austin, Inc. *Sysco Food Services of Dallas, Inc. *Sysco Food Services of Houston, Inc. *Sysco Food Services of New Orleans, Inc. *Sysco Food Services of San Antonio, Inc. Sysco Food Services of Arizona, Inc. *Sysco Arizona Leasing, Inc. Sysco Food Services of Arkansas, Inc. Sysco Food Services of Atlanta, Inc. Sysco Food Services of Central Alabama, Inc. Sysco Food Services of Central Florida, Inc. Sysco Food Services of Central Pennsylvania, Inc.

EXHIBIT 21 SYSCO CORPORATION AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT Registrant: Sysco Corporation The following is a list of wholly-owned subsidiaries of the Registrant.
STATE OR JURISDICTION OF INCORPORATION ------------------------Delaware Delaware British Columbia, Canada Colorado Delaware Nebraska Nebraska New Jersey New Jersey Delaware Delaware Tennessee Maryland Tennessee Delaware Delaware Delaware Delaware Delaware Delaware Delaware Arkansas Delaware Delaware Delaware Pennsylvania North Carolina Delaware Delaware Delaware Michigan Idaho

NAME OF SUBSIDIARY --------------------------------Buckhead Beef Company Doughtie's Sysco Food Services, Inc. K.W. Food Distributors Ltd. Nobel/Sysco Food Services Company *Sysco Equipment & Furnishings Company Pegler-Sysco Food Services Company *Pegler-Sysco Transportation Co. Ritter Sysco Food Services, Inc. *Dowd Food Discount Corp. Sysco Administrative Services, Inc. Sysco Financial Services, Inc. *Hardin's-Sysco Food Services, Inc. *Lankford-Sysco Food Services, Inc. *Robert Orr-Sysco Food Services Company *Sysco Food Services of Austin, Inc. *Sysco Food Services of Dallas, Inc. *Sysco Food Services of Houston, Inc. *Sysco Food Services of New Orleans, Inc. *Sysco Food Services of San Antonio, Inc. Sysco Food Services of Arizona, Inc. *Sysco Arizona Leasing, Inc. Sysco Food Services of Arkansas, Inc. Sysco Food Services of Atlanta, Inc. Sysco Food Services of Central Alabama, Inc. Sysco Food Services of Central Florida, Inc. Sysco Food Services of Central Pennsylvania, Inc. Sysco Food Services of Charlotte, Inc. Sysco Food Services-Chicago, Inc. Sysco Food Service of Cleveland, Inc. Sysco Food Services of Detroit, Inc. Sysco Food Services of Grand Rapids, Inc. Sysco Food Services of Idaho, Inc.

NAME OF SUBSIDIARY -------------------------------------Sysco Food Services of Indianapolis, Inc. Sysco Food Services of Iowa, Inc. Sysco Food Services - Jacksonville, Inc. Sysco Food Services of Kansas City, Inc. Sysco Food Services of Los Angeles, Inc. Sysco Food Services of Minnesota, Inc. Sysco Food Services of Modesto, Inc. Sysco Food Services of Montana, Inc. Sysco Food Services of Northern New England, Inc. Sysco Food Services of Oklahoma, Inc. Sysco Food Services of Philadelphia, Inc. *Garden Cash & Carry, Inc. Sysco Food Services of Pittsburgh, Inc. Sysco Food Services of Portland, Inc. Sysco Food Services of San Diego, Inc. Sysco Food Services of San Francisco, Inc. Sysco Food Services of Seattle, Inc. Sysco Food Services of South Florida, Inc. Sysco Food Services of Southeast Florida, Inc. Sysco Food Services of St. Louis, Inc.

STATE OR JURISDICTION OF INCORPORATION ------------------------Delaware Delaware Delaware Missouri Delaware Delaware California Delaware Maine Delaware Pennsylvania Delaware Pennsylvania Delaware Delaware California Delaware Delaware Delaware Delaware

NAME OF SUBSIDIARY -------------------------------------Sysco Food Services of Indianapolis, Inc. Sysco Food Services of Iowa, Inc. Sysco Food Services - Jacksonville, Inc. Sysco Food Services of Kansas City, Inc. Sysco Food Services of Los Angeles, Inc. Sysco Food Services of Minnesota, Inc. Sysco Food Services of Modesto, Inc. Sysco Food Services of Montana, Inc. Sysco Food Services of Northern New England, Inc. Sysco Food Services of Oklahoma, Inc. Sysco Food Services of Philadelphia, Inc. *Garden Cash & Carry, Inc. Sysco Food Services of Pittsburgh, Inc. Sysco Food Services of Portland, Inc. Sysco Food Services of San Diego, Inc. Sysco Food Services of San Francisco, Inc. Sysco Food Services of Seattle, Inc. Sysco Food Services of South Florida, Inc. Sysco Food Services of Southeast Florida, Inc. Sysco Food Services of St. Louis, Inc. Sysco Food Services of Virginia, Inc. Sysco Food Services - West Coast Florida, Inc. Sysco Holdings Limited *Strano Sysco Foodservice Limited Sysco Intermountain Food Services, Inc. Sysco/Louisville Food Services Co. Sysco Newport Meat Company Sysco Proprietary LP Sysco Services LP The SYGMA Network, Inc. INACTIVE SUBSIDIARIES -------------------------------------DiPaolo/Sysco Food Services, Inc. Grants - Sysco Food Services, Inc. Olewine's Sysco Food Services Company SyscoMed, Inc.

STATE OR JURISDICTION OF INCORPORATION ------------------------Delaware Delaware Delaware Missouri Delaware Delaware California Delaware Maine Delaware Pennsylvania Delaware Pennsylvania Delaware Delaware California Delaware Delaware Delaware Delaware Virginia Delaware New Brunswick, Canada Ontario, Canada Delaware Delaware Delaware Texas Texas Delaware

Ohio Michigan Delaware Delaware

*Sysco Food Services of Beaumont, Inc. Delaware *2nd Tier Subsidiary

EXHIBIT 23 SYSCO CORPORATION AND SUBSIDIARIES INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K for the year ended July 3, 1999, into the company's previously filed (i) Post-Effective Amendment No. 1 of the Registration Statement and Prospectus of Sysco Corporation relating to the offering of Sysco Common Stock under the Sysco Corporation Management Incentive Plan (Registration No. 2-73392), (ii) Registration Statement and Prospectus of Sysco Corporation relating to the Sysco Corporation 1974 Employee's Stock Purchase Plan (Registration No. 33-10906), (iii) Post-Effective Amendment No. 1 of the Registration Statement and Prospectus relating to the offering of Sysco Common Stock under the Sysco Corporation Employee Incentive Stock Option Plan (Registration No. 2-76096), (iv) Registration Statement and Prospectus of Sysco Corporation relating to the offering of additional shares of Sysco Common Stock under the Sysco Corporation 1995 Management Incentive Plan (Registration No. 33-45804), (v) Registration Statement and Prospectus of Sysco Corporation relating to the offering of Sysco Common Stock under the Sysco Corporation 1991 Stock Option Plan (Registration No. 33-45820), (vi) Registration Statement of Sysco Corporation relating to the offering of Sysco Common Stock under the Sysco Corporation Non-Employee Directors Stock Option Plan

EXHIBIT 23 SYSCO CORPORATION AND SUBSIDIARIES INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K for the year ended July 3, 1999, into the company's previously filed (i) Post-Effective Amendment No. 1 of the Registration Statement and Prospectus of Sysco Corporation relating to the offering of Sysco Common Stock under the Sysco Corporation Management Incentive Plan (Registration No. 2-73392), (ii) Registration Statement and Prospectus of Sysco Corporation relating to the Sysco Corporation 1974 Employee's Stock Purchase Plan (Registration No. 33-10906), (iii) Post-Effective Amendment No. 1 of the Registration Statement and Prospectus relating to the offering of Sysco Common Stock under the Sysco Corporation Employee Incentive Stock Option Plan (Registration No. 2-76096), (iv) Registration Statement and Prospectus of Sysco Corporation relating to the offering of additional shares of Sysco Common Stock under the Sysco Corporation 1995 Management Incentive Plan (Registration No. 33-45804), (v) Registration Statement and Prospectus of Sysco Corporation relating to the offering of Sysco Common Stock under the Sysco Corporation 1991 Stock Option Plan (Registration No. 33-45820), (vi) Registration Statement of Sysco Corporation relating to the offering of Sysco Common Stock under the Sysco Corporation Non-Employee Directors Stock Option Plan (Registration No. 333-1259), (vii) Registration Statement of Sysco Corporation relating to the offering of additional shares of Sysco Common Stock under the Sysco Corporation 1991 Stock Option Plan (Registration No. 333-1255), (viii) Registration Statement of Sysco Corporation relating to the offering of additional shares of Sysco Common Stock under the Sysco Corporation 1995 Management Incentive Plan (Registration No. 3331257), (ix) Registration Statement of Sysco Corporation relating to the offering of additional shares of Sysco Common Stock under the Sysco Corporation 1974 Employees Stock Purchase Plan (Registration No. 33327405), (x) Registration Statement and Prospectus of Sysco Corporation relating to the offering of Sysco Debt Securities (Registration No. 333-52897), (xi) Registration Statement of Sysco Corporation relating to the offering of additional shares of SYSCO Common Stock under the Non-Employee Directors Stock Plan (Registration No. 333-66987), (xii) Registration Statement of Sysco Corporation under the Securities Act of 1933 (Registration No. 333-83525) and (xiii) Registration Statement of Sysco Corporation under the Securities Act of 1933 (Registration No. 33386273).
/s/ Arthur Andersen LLP Arthur Andersen LLP Houston, Texas September 24, 1999

ARTICLE 5 This schedule contains summary financial information extracted from Item 8., Financial Statements and Supplementary Data and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS JAN 31 1999 JUL 03 1999 149,303 0 1,355,466 (21,095) 851,965 2,408,767 2,317,044 (1,089,375) 4,096,582 1,427,540 997,717 0 0 382,587 1,044,609 4,096,582 17,422,815 17,422,815 14,207,860 16,828,928 963 26,208 72,839 593,887 231,616 362,271 0 0 0 362,271 1.09 1.08