SYSCO CORP, 10-K, 1996-09-26

SYSCO CORP
10-K, 1996-09-26
GROCERIES & RELATED PRODUCTS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 29, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-6544

SYSCO CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 74-1648137
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)

1390 ENCLAVE PARKWAY, HOUSTON, TEXAS 77077-2099
(Address of principal executive offices)

Registrant's telephone number, including area code: (713) 584-1390

Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ----------------
Common Stock, $1.00 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

The aggregate market value of the voting stock of the registrant held by
stockholders who were not affiliates (as defined by regulations of the
Securities and Exchange Commission) of the registrant was approximately
$5,662,000,000 at September 6, 1996 (based on the closing sales price on the
New York Stock Exchange Composite Tape on September 6, 1996, as reported by The
Wall Street Journal (Southwest Edition)). At September 6, 1996, the registrant
had issued and outstanding an aggregate of 179,651,013 shares of its common
stock.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the proxy statement to be filed not later than 120 days after June
29, 1996 are incorporated by reference into Part III.

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<PAGE> 2
PART I

ITEM 1. BUSINESS

Sysco Corporation (together with its subsidiaries and divisions hereinafter
referred to as "SYSCO" or the "Company") is engaged in the marketing and
distribution of a wide range of food and related products to the foodservice or
"away-from-home-eating" industry. The foodservice industry consists of two
major customer segments -- "traditional" and "chain restaurant". Traditional
foodservice customers include restaurants, hospitals, schools, hotels and
industrial caterers. SYSCO's chain restaurant customers include regional pizza
and national hamburger, chicken and steak chain operations.

Services to the Company's traditional foodservice and chain restaurant
customers are supported by similar physical facilities, vehicles, materials
handling equipment and techniques, and administrative and operating staffs.

CUSTOMERS AND PRODUCTS

The traditional foodservice segment includes businesses and organizations which
prepare and serve food to be eaten away from home. Products distributed by the
Company include a full line of frozen foods, such as meats, fully prepared
entrees, fruits, vegetables and desserts, and a full line of canned and dry
goods, fresh meats, imported specialties and fresh produce. The Company also
supplies a wide variety of nonfood items, including paper products such as
disposable napkins, plates and cups; tableware such as china and silverware;
restaurant and kitchen equipment and supplies; medical and surgical supplies;
and cleaning supplies. SYSCO distributes both nationally-branded merchandise
and products packaged under its own private brands.

The Company believes that prompt and accurate delivery of orders, close contact
with customers and the ability to provide a full array of products and services
to assist customers in their foodservice operations are of primary importance
in the marketing and distribution of products to the traditional customer
segment of the foodservice industry. SYSCO offers daily delivery to certain
customer locations and has the capability of delivering special orders on short
notice. Through its more than 9,500 sales, marketing and service
representatives, the Company keeps informed of the needs of its customers and
acquaints them with new products. SYSCO also provides ancillary services
relating to its foodservice distribution such as providing customers with
product usage reports and other data, menu-planning advice, contract services
for installing kitchen equipment, installation and service of beverage
dispensing machines and assistance in inventory control.

No single traditional foodservice customer accounted for as much as 5% of
SYSCO's sales for its fiscal year ended June 29, 1996. Approximately 5% of
traditional foodservice sales during fiscal 1996 resulted from a process of
competitive bidding. There are no material long-term contracts with any
traditional foodservice customer that may not be cancelled by either party at
its option.

The Company's SYGMA Network operations specialize in customized service to
chain restaurants, which service is also provided to a lesser extent by many of
the Company's traditional foodservice operations. SYSCO's sales to the chain
restaurant industry consist of a variety of food products necessitated by the
increasingly broad menus of chain restaurants. The Company believes that
consistent product quality and timely and accurate service are important
factors in the

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selection of a chain restaurant supplier. No chain restaurant customer
accounted for as much as 3% of SYSCO's sales for its fiscal year ended June 29,
1996, and there are no material long-term contracts with any chain restaurant
customer that may not be cancelled by either party at its option.

SYSCO does not record sales on the basis of the type of foodservice industry
customer, but based upon available information, the Company estimates that
sales by type of customer during the past three fiscal years were as follows:

<TABLE>
<CAPTION>
Fiscal Fiscal Fiscal
Type of Customer 1996 1995 1994
---------------- ------ ------ ------
<S> <C> <C> <C>
Restaurants 61% 60% 60%
Hospitals and nursing homes 11 12 13
Schools and colleges 7 7 7
Hotels and motels 6 6 6
Other 15 15 14
--- --- ---
Totals 100% 100% 100%
=== === ===
</TABLE>

SOURCES OF SUPPLY

SYSCO estimates that it purchases from thousands of independent sources, none
of which accounts for more than 5% of the Company's purchases. These sources
of supply consist generally of large corporations selling brand name and
private label merchandise and independent private label processors and packers.
Generally, purchasing is carried out on a decentralized basis through centrally
developed purchasing programs (see "Corporate Headquarters' Services and
Controls" below) and direct purchasing programs established by the Company's
various operating subsidiaries and divisions. The Company continually develops
relationships with suppliers but has no material long-term purchase commitments
with any supplier.

ACQUISITIONS AND DIVESTITURES

Since its formation as a Delaware corporation in 1969 and commencement of
operations in March 1970, SYSCO has grown both through internal expansion of
existing operations and acquisitions of formerly independent companies. The
shareholders of nine companies exchanged their stock for SYSCO common stock at
the formation of the Company, and through the end of fiscal 1996, fifty-one
companies have been acquired, as follows:

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<PAGE> 4
<TABLE>
<CAPTION>
Date
Company Acquired
------- --------
<S> <C>
The Grant Grocer Company June 1970
The Albany Frosted Foods, Inc. and Affiliated Companies September 1970
Arrow Food Distributors, Inc. January 1971
Koon Food Sales, Inc. March 1971
Rome Foods Company October 1971
Saunders Food Distributors, Inc. October 1971
Hallsmith Company, Inc. April 1972
The Miesel Company June 1972
Robert Orr & Company July 1972
Jay Rodgers Co. July 1972
Hardin's, Inc. August 1972
Baraboo Food Products, Inc. May 1973
E. R. Cochran Company December 1973
The Fialkow Company December 1973
Sterling-Keeleys Incorporated December 1973
Harrisonburg Fruit & Produce Co. April 1974
Alabama Complete Foods, Inc. July 1974
Swan Food Sales, Inc. October 1974
Tri-State General Food Supply Co., Inc. December 1974
Marietta Institutional Wholesalers, Inc. June 1975
Monticello Provision Company August 1975
Oregon Film Service, Inc. and Affiliated Companies September 1975
Mid-Central Fish & Frozen Foods, Inc. December 1975
Glen-Webb & Co. December 1978
Select-Union Foods, Inc. April 1979
S.E. Lankford, Jr. Produce, Inc. September 1981
General Management Corporation and Subsidiaries January 1982
Frosted Foods, Inc. January 1982
Pegler & Company October 1983
Bell Distributing Company December 1983
DiPaolo Food Distributors, Inc. June 1985
B. A. Railton Company September 1985
CML Company, Inc. September 1985
New York Tea Company September 1985
Operating divisions of PYA/Monarch, Inc. and
PYA/Monarch of Texas, Inc. (Wholly-owned
subsidiaries of Sara Lee Corporation)
Amarillo, Texas September 1985
Austin, Texas September 1985
Beaumont, Texas September 1985
Trammell, Temple & Staff, Inc. January 1986
Deaktor Brothers Provision Co. March 1986
Bangor Wholesale Foods, Inc. June 1986
General Foodservice Supply, Inc. December 1986
Vogel's June 1987
Major-Hosking's, Inc. July 1987
Foodservice distribution - related businesses of
Staley Continental, Inc. (CFS Continental) August 1988
Olewine's, Inc. December 1988
Oklahoma City-based foodservice distribution
businesses of Scrivner, Inc. April 1990
New York and Pennsylvania-based foodservice
distribution businesses of Scrivner, Inc. April 1991
Benjamin Polakoff & Son, Inc. May 1992
Perloff Brothers, Inc. (Tartan Foods) December 1992
St. Louis Division of Clark Foodservice, Inc. February 1993
Ritter Food Corporation August 1993
</TABLE>

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Subsequent to fiscal 1996, on July 10, 1996, SYSCO purchased Strano Sysco
Foodservice Limited (formerly Strano Foodservice) of Peterborough, Ontario,
Canada, a full-line foodservice distributor to customers in the Toronto and
central Ontario area of Canada.

CORPORATE HEADQUARTERS' SERVICES AND CONTROLS

SYSCO's corporate staff, consisting of approximately 700 persons, provides a
number of services to the Company's operating divisions and subsidiaries.
These persons possess experience and expertise in, among other areas,
accounting and finance, cash management, data processing, employee benefits,
engineering and insurance. Also provided are legal, marketing and tax
compliance services as well as warehousing and distribution services which
provide assistance in space utilization, energy conservation, fleet management
and work flow.

The corporate staff also administers a consolidated product procurement program
engaged in the task of developing, obtaining and assuring consistent quality
food and nonfood products. The program covers the purchasing and marketing of
SYSCO (R) Brand merchandise, as well as private label and national brand
merchandise, encompassing substantially all product lines. The Company's
operating subsidiaries and divisions may participate in the program at their
option.

CAPITAL IMPROVEMENTS

To maximize productivity and customer service, the Company continues to
construct and modernize its distribution facilities. During fiscal 1996, 1995
and 1994, approximately $236,000,000, $202,000,000, and $161,000,000,
respectively, were invested in facility expansions, fleet additions and other
capital asset enhancements. The Company estimates its capital expenditures in
fiscal 1997 should be in the range of $240,000,000 to $250,000,000. During the
three years ended June 29, 1996, capital expenditures have been financed
primarily by internally generated funds, the Company's commercial paper program
and bank borrowings.

EMPLOYEES

As of June 29, 1996, the Company had approximately 30,600 employees, 22% of
whom are represented by unions, primarily the International Brotherhood of
Teamsters. Contract negotiations are handled locally with monitoring and
assistance by the corporate staff. Collective bargaining agreements covering
approximately 10% of the Company's union employees expire during fiscal 1997.
SYSCO considers its labor relations to be satisfactory.

COMPETITION

The business of SYSCO is competitive with numerous companies engaged in
foodservice distribution. While competition is encountered primarily from
local and regional distributors, a few companies compete with SYSCO on a
national basis. The Company believes that, although price and customer contact
are important considerations, the principal competitive factor in the
foodservice industry is the ability to deliver a wide range of quality products
and related services on a timely and dependable basis. Although SYSCO has less
than 10% of the foodservice industry market in the United States, SYSCO
believes, based upon industry trade data, that its sales to the
"away-from-home-eating" industry are the largest of any foodservice
distributor. While adequate industry statistics are not available, the Company
believes that in most instances its local operations are among the leading
distributors of food and related nonfood products to foodservice customers in
their respective trading areas.

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DEBT ISSUANCE

In May 1996, the Company issued 7.0% senior notes totaling $200,000,000 due May
1, 2006. These notes, which were priced at par, are unsecured, not redeemable
prior to maturity and are not subject to any sinking fund requirement. In June
1995, the Company issued $150,000,000 principal amount of 6.5% senior notes due
June 15, 2005. These notes, which were priced at 99.4% of par, are unsecured,
not redeemable prior to maturity and are not subject to any sinking fund
requirement. Both series of these notes were issued under a $500,000,000 shelf
registration filed with the Securities and Exchange Commission in June 1995 of
which $150,000,000 is still available.

GENERAL

Except for the SYSCO (R) trademark, the Company does not own or have the right
to use any patents, trademarks, licenses, franchises or concessions, the loss
of which would have a materially adverse effect on the operations or earnings
of the Company.

SYSCO is not engaged in material research activities relating to the
development of new products or the improvement of existing products. The
Company has completed an internally developed project that involves the
redesign and development of the computer operating systems through which
SYSCO's operating companies will process, control and report the results of all
transactions. Installation will continue company-wide through the next several
years and such installations are expected to provide the basis for business
expansion over this period without having a material adverse effect on the
business or operations of the Company. The costs of this project will be
amortized over future earnings as completed portions of the project are put
into use.

The Company's distribution facilities have tanks for the storage of diesel fuel
and other petroleum products which are subject to laws regulating such storage
tanks. Other federal, state and local provisions relating to the protection of
the environment or the discharge of materials do not materially impact the
Company's use or operation of its facilities. The Company anticipates that
compliance with these laws will not have a material effect on the capital
expenditures, earnings or competitive position of SYSCO and its subsidiaries.

Sales of the Company do not generally fluctuate on a seasonal basis, and
therefore, the business of the Company is not deemed to be seasonal.

The Company operates 103 facilities within the United States and three in
Canada.

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<PAGE> 7
ITEM 2. PROPERTIES

The table below shows the number of distribution facilities and self-serve
centers occupied by the Company in each state or province and the aggregate
cubic footage devoted to cold and dry storage.

<TABLE>
<CAPTION>
Number of Cold Storage Dry Storage
Facilities (Thousands (Thousands
Location and Centers Cubic Feet) Cubic Feet)
-------- ----------- ------------ -----------
<S> <C> <C> <C>
Alabama 1 65 324
Arizona 1 1,485 3,410
Arkansas 1 1,200 1,145
California 10 8,022 16,156
Colorado 5 2,759 5,476
Connecticut 1 2,489 2,737
Florida 4 7,955 7,415
Georgia 3 3,204 6,155
Idaho 1 578 656
Illinois 2 2,824 3,500
Indiana 1 1,404 1,832
Iowa 1 687 1,215
Kansas 1 1,975 2,592
Kentucky 3 2,510 6,134
Louisiana 1 2,575 1,875
Maine 1 429 1,008
Maryland 4 5,404 6,709
Massachusetts 3 3,395 3,696
Michigan 3 4,976 8,107
Minnesota 1 2,085 2,370
Mississippi 2 2,185 2,790
Missouri 1 1,128 1,348
Montana 1 2,043 1,830
Nebraska 1 2,092 2,618
New Jersey 3 2,407 4,897
New Mexico 2 1,856 2,024
New York 9 5,369 9,433
North Carolina 2 346 848
Ohio 4 6,153 7,473
Oklahoma 3 1,145 2,519
Oregon 2 3,430 3,455
Pennsylvania 5 4,364 6,110
South Dakota 1 5 100
Tennessee 4 6,305 7,351
Texas 9 11,178 16,422
Utah 1 1,810 1,845
Virginia 1 1,186 1,672
Washington 2 2,609 2,812
Wisconsin 2 4,084 3,782
British Columbia, Canada 2 1,427 1,855
Ontario, Canada 1 433 420
--- ------- -------
Total 106 117,576 164,116
=== ======= =======
</TABLE>

6
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The Company owns approximately 245,000,000 cubic feet of its distribution
facilities and self-serve centers (or 87% of the total cubic feet), and the
remainder is occupied under leases expiring at various dates from fiscal 1997
to 2006, exclusive of renewal options. Certain of the facilities owned by the
Company are either subject to mortgage indebtedness or industrial revenue bond
financing arrangements totaling $69,941,000 at June 29, 1996. Such mortgage
indebtedness and industrial revenue bond financing arrangements mature at
various dates to 2026.

Facilities in Cincinnati, Ohio; Warners, New York; Wilsonville, Oregon; Jessup,
Maryland; Orlando, Florida; Harrisburg, Pennsylvania; and Boise, Idaho (which
in the aggregate account for approximately 10% of total sales) are operating
near maximum capacity and the Company is currently constructing or planning
replacements or expansions for these distribution facilities. The Company also
plans to expand the distribution facility in Peterborough, Ontario during
fiscal 1997. The Company is planning to complete construction of full service
distribution facilities near Ashville, North Carolina and West Palm Beach,
Florida during fiscal 1997.

The Company's fleet of approximately 5,250 delivery vehicles consists of
tractor and trailer combinations, vans and panel trucks, most of which are
either wholly or partially refrigerated for the transportation of frozen or
perishable foods. The Company owns approximately 91% of these vehicles and
leases the remainder.

ITEM 3. LEGAL PROCEEDINGS

SYSCO is engaged in various legal proceedings which have arisen but have not
been fully adjudicated. These proceedings, in the opinion of management, will
not have a material adverse effect upon the consolidated balance sheets or
results of operations of the Company when ultimately concluded.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

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ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the executive officers of the Company, each of whom holds the
office opposite his name below until the meeting of the Board of Directors
immediately preceding the next Annual Meeting of Stockholders or until his
successor has been elected or qualified. Executive officers who are also
directors serve as directors until the expiration of their terms which, with
respect to each individual, occurs at the Annual Meeting of Stockholders in the
calendar year specified in parentheses below or until their successors have
been elected and qualified.

<TABLE>
<CAPTION>
SERVED IN THIS
NAME OF OFFICER CAPACITY POSITION SINCE AGE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
John F. Baugh Senior Chairman of the Board of 1985 80
Directors (1997)

John F. Woodhouse Chairman of the Board 1985 65
of Directors (1998)

Bill M. Lindig President and Chief 1985, 1995 59
Executive Officer and & 1983
Director (1996)

Charles H. Cotros Executive Vice President and 1988, 1995 59
Chief Operating Officer and & 1985
Director (1997)

O. Wayne Duncan Senior Vice President, 1995 58
Operations

George L. Holm Senior Vice President, 1996 40
Operations

Thomas E. Lankford Senior Vice President, 1995 48
Operations

Gregory K. Marshall Senior Vice President, 1993 & 49
Multi-Unit Sales and Chief 1984
Executive Officer, The
SYGMA Network, Inc.

Richard J. Schnieders Senior Vice President, 1992 48
Merchandising Services

John K. Stubblefield, Jr. Senior Vice President and 1993 & 50
Chief Financial Officer 1994

Arthur J. Swenka Senior Vice President, 1995 59
Operations and Director (1997)

James D. Wickus Senior Vice President, 1995 53
Operations

Diane S. Day Vice President and Treasurer 1994 47
</TABLE>

Each of the executive officers listed above has been employed by the Company,
or a subsidiary or division of the Company, in an executive capacity throughout
the past five years.

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<PAGE> 10
PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

The principal market for SYSCO's Common Stock is the New York Stock Exchange.
The table below sets forth the high and low sales prices per share for SYSCO's
Common Stock as reported on the New York Stock Exchange Composite Tape and the
cash dividends paid for the periods indicated.

<TABLE>
<CAPTION>
Common Stock Prices Dividends
-------------------------------- ----------
High Low Paid
---------- ---------- ----------
<S> <C> <C> <C>
Fiscal 1995
First Quarter $26-1/2 $21-1/8 $.09
Second Quarter 27-3/4 23-5/8 .09
Third Quarter 28-3/4 24-7/8 .11
Fourth Quarter 29-7/8 26-1/4 .11

Fiscal 1996
First Quarter $31-3/8 $26-7/8 $.11
Second Quarter 32-5/8 26-3/4 .11
Third Quarter 34-7/8 29-1/2 .13
Fourth Quarter 35-1/4 30-3/4 .13
</TABLE>

The approximate number of record owners of SYSCO's Common Stock as of June 29,
1996 was 19,160.

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<PAGE> 11
ITEM 6.
SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Fiscal Year Ended
- -------------------------------------------------------------------------------------------------------------------------
1993
(In thousands except for share data) 1996 1995 1994 (53 Weeks) 1992
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $13,395,130 $12,118,047 $10,942,499 $10,021,513 $ 8,892,785
Earnings before income taxes 453,943 417,618 367,582 331,977 281,656
Income taxes 177,038 165,794 150,830 130,170 109,427
-----------------------------------------------------------------------
Net earnings 276,905 251,824 216,752 201,807 172,229
=======================================================================
Earnings per share 1.52 1.38 1.18 1.08 .93
=======================================================================
Cash dividends per share .48 .40 .32 .26 .17

Total assets 3,325,405 3,097,161 2,811,729 2,530,043 2,325,206

Capital expenditures 235,891 201,577 161,485 127,879 134,290

Long-term debt 581,734 541,556 538,711 494,062 488,828
Shareholders' equity 1,474,678 1,403,603 1,240,909 1,137,216 1,056,846
-----------------------------------------------------------------------
Total capitalization 2,056,412 1,945,159 1,779,620 1,631,278 1,545,674
=======================================================================
Ratio of long-term debt
to capitalization 28.3% 27.8% 30.3% 30.3% 31.6%
</TABLE>

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<PAGE> 12

ITEM 7.

MANAGEMENT DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

SYSCO provides marketing and distribution services to foodservice customers and
suppliers throughout the contiguous United States and western and central
Canada. The company intends to continue to expand its market share through
profitable sales growth and constant emphasis on the development of its
consolidated buying programs. The company also strives to increase the
effectiveness of its marketing associates and the productivity of its
warehousing and distribution activities. These objectives require continuing
investment. SYSCO's resources include cash provided by operations and access to
capital from financial markets.

SYSCO historically has had a stock repurchase program which was used
primarily to offset shares issued from time to time in conjunction with various
employee benefit plans and conversions of Liquid Yield Option Notes (LYON's).
In February, 1996 the company's common share repurchase program was accelerated
when the Board of Directors authorized a 6,000,000 share buyback of SYSCO's
common stock during calendar 1996. The number of shares acquired and their cost
for the past three years was 7,314,100 shares for $232,070,000 in fiscal 1996,
2,100,000 shares for $53,166,000 in fiscal 1995 and 3,000,000 shares for
$80,131,000 in fiscal 1994.

In December 1995, SYSCO announced that it intended to redeem all outstanding
LYON's at a price of $579.92 per $1,000 principal amount at maturity, or
approximately $90,400,000 in the aggregate. The zero coupon subordinated notes
were outstanding and convertible into common stock at the rate of 24.512 shares
per $1,000 principal amount at maturity. During fiscal 1996, bondholders
converted or redeemed 155,815 outstanding LYON's, resulting in the issuance of
3,816,525 shares of common stock.

SYSCO's operations generate a significant amount of cash which is used to
fund the company's investment in facilities, fleet and other equipment required
to meet its customers' needs and provide for growth. Net cash generated from
operating activities was $350,434,000 in 1996, $336,903,000 in 1995 and
$282,515,000 in 1994. Expenditures for facilities, fleet and other equipment
were $235,891,000 in 1996, $201,577,000 in 1995 and $161,485,000 in 1994.
Expenditures in fiscal 1997 should be in the range of $240,000,000 to
$250,000,000.

In May 1996, SYSCO issued 7.0% senior notes totaling $200,000,000 due May 1,
2006. These notes, which were priced at par, are unsecured, not redeemable
prior to maturity and are not subject to any sinking fund requirement. In June
1995, SYSCO issued 6.5% senior notes totaling $150,000,000 due June 15, 2005.
These notes, which were priced at 99.4% of par, are unsecured, not redeemable
prior to maturity and are not subject to any sinking fund requirement. Both
series of these notes were issued under a $500,000,000 shelf registration filed
with the Securities and Exchange Commission in June 1995, of which $150,000,000
is still available.

The net cash provided by operations less cash utilized for capital
expenditures, the stock repurchase program, cash dividends and other uses
resulted in long-term debt of $581,734,000 at June 29, 1996. About 84% of the
total debt is at fixed rates averaging 7.45% and 16% of the total debt is at
floating rates averaging 5.30%. Long-term debt to capitalization was 28% at
June 29, 1996 and July 1, 1995, down from the 30% at July 2, 1994. SYSCO
continues to have borrowing capacity available and alternative financing
arrangements are evaluated as appropriate.

SYSCO has a commercial paper program which is currently supported by a
$300,000,000 bank credit facility. During fiscal 1996, 1995 and 1994,
commercial paper and bank borrowings ranged from approximately $69,200,000 to
$355,000,000, $146,200,000 to $425,100,000 and $184,900,000 to $415,100,000,
respectively.

In summary, SYSCO believes that through continual monitoring and management
of assets together with the availability of additional capital in the financial
markets, it will meet its cash requirements while maintaining proper liquidity
for normal operating purposes.

SALES

The annual increases in sales of 11% in 1996 and in 1995 result from
several factors. Sales in fiscal 1996 and 1995 were affected by the relatively
modest growth in the U.S. economy, as well as in the foodservice industry.
After adjusting for food price increases, real sales growth was about 8% in
1996 and 9% in 1995. The cost of SYSCO's foodservice products is

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<PAGE> 13
estimated to have averaged an increase of about 2.9% from the beginning to the
end of fiscal 1996 compared to an increase of approximately 2% in fiscal 1995.
Industry sources estimate the total foodservice market experienced real growth
of approximately 2% in calendar 1995 and 3% in calendar 1994.

Sales for fiscal 1994 through 1996 were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Year Sales % Increase
- --------------------------------------------------------------------------------
<S> <C> <C>
1996 $13,395,130,000 11%
1995 12,118,047,000 11
1994 10,942,499,000 9
</TABLE>

A comparison of the sales mix in the principal product categories during
the last three years is presented below:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1996 1995 1994
-------------------------------
<S> <C> <C> <C>
Medical supplies 1% 1% 1%
Dairy products 9 8 8
Fresh and frozen meats 15 15 16
Seafoods 5 6 6
Poultry 10 9 9
Frozen fruits, vegetables, bakery and other 14 15 14
Canned and dry products 24 25 25
Paper and disposables 8 7 7
Janitorial products 2 2 2
Equipment and smallwares 3 3 3
Fresh produce 6 6 6
Beverage products 3 3 3
-------------------------------
100% 100% 100%
===============================
</TABLE>

A comparison of sales by type of customer during the last three years is
presented below:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1996 1995 1994
-------------------------------
<S> <C> <C> <C>
Restaurants 61% 60% 60%
Hospitals and nursing homes 11 12 13
Schools and colleges 7 7 7
Hotels and motels 6 6 6
All other 15 15 14
-------------------------------
100% 100% 100%
===============================
</TABLE>

COST OF SALES

Cost of sales increased about 11% in 1996 and 1995. These increases were
generally in line with the increases in sales. The rate of increase is
influenced by SYSCO's overall customer and product mix as well as economies
realized in product acquisition.

OPERATING EXPENSES

Operating expenses include the costs of warehousing and delivering products as
well as selling and administrative expenses. These expenses as a percent of
sales for the 1996, 1995 and 1994 fiscal years were 14.3% for each of the years.
Changes in the percentage relationship of operating expenses to sales result
from an interplay of several economic influences. Inflationary increases in
operating costs generally have been offset through improved productivity.

12
<PAGE> 14

INTEREST EXPENSE

Interest expense increased $2,440,000 or approximately 6% in fiscal 1996 as
compared to an increase of $2,307,000 or approximately 6% in fiscal 1995. The
increase in fiscal 1996 is due primarily to increased borrowings, while the
increase in fiscal 1995 was due primarily to increased borrowings and rates.
Interest capitalized during the past three years was $2,783,000 in 1996,
$2,833,000 in 1995 and $1,313,000 in 1994.

OTHER INCOME, NET

Other income decreased $1,219,000 or about 55% in fiscal 1996 and increased
$467,000 or about 27% in fiscal 1995. Changes between the years result from
fluctuations in miscellaneous activities including primarily gains and losses
on the sale of surplus facilities.

EARNINGS BEFORE INCOME TAXES

Earnings before income taxes rose $36,325,000 or approximately 9% above fiscal
1995, which had increased $50,036,000 or approximately 14% over the prior year.
Additional sales and realization of operating efficiencies contributed to the
increases.

PROVISION FOR INCOME TAXES

The effective tax rate for 1996 was approximately 39% compared to 40% in 1995
and 41% in 1994. In August 1993 the Omnibus Budget Reconciliation Act of 1993
became effective. This legislation increased the top corporate tax rate from
34% to 35% effective January 1, 1993. Consequently, in the first quarter of
fiscal 1994 SYSCO had a charge to earnings for taxes of $4,900,000 relating to
transactions and events through July 3, 1993. About $3,300,000 of the charge
relates to an increase in deferred taxes and $1,600,000 relates to the
retroactivity of the tax rate increase to January 1, 1993. The effective tax
rate for fiscal 1994, excluding the effect of the $4,900,000 charge, was 40%.

NET EARNINGS

Fiscal 1996 represents the twentieth consecutive year of increased earnings for
SYSCO. Net earnings for the year rose $25,081,000 or approximately 10% above
fiscal 1995, which had increased $35,072,000 or approximately 16% over the
prior year. After adjusting for the $4,900,000 catch-up tax provision in fiscal
1994, net earnings in 1995 increased about 14% over 1994.

DIVIDENDS

The quarterly dividend rate of thirteen cents per share was established in
November 1995 when it was increased from the eleven cents per share set in
November 1994.

RETURN ON SHAREHOLDERS' EQUITY

The return on average shareholders' equity for 1996, 1995 and 1994 was
approximately 19%, 19% and 18%, respectively. Since inception SYSCO has
averaged in excess of a 16% return on shareholders' equity.

13
<PAGE> 15

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SYSCO CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 29, 1996

<TABLE>
<CAPTION>
Financial Statements:
Page
<S> <C>
Report of Management on Internal Accounting Controls . . . . . . . 15

Report of Independent Public Accountants . . . . . . . . . . . . . 17

Consolidated Financial Statements:

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . 18
Consolidated Results of Operations . . . . . . . . . . . . . . . 19
Consolidated Shareholders' Equity . . . . . . . . . . . . . . . 20
Consolidated Cash Flows . . . . . . . . . . . . . . . . . . . . 21
Summary of Accounting Policies . . . . . . . . . . . . . . . . . 22
Additional Financial Information . . . . . . . . . . . . . . . . 23

Schedule:

II Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . S-1
</TABLE>

All other schedules are omitted because they are not applicable or the
information is set forth in the consolidated financial statements or
notes thereto.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None

14
<PAGE> 16

REPORT OF MANAGEMENT ON INTERNAL ACCOUNTING CONTROLS

The management of SYSCO is responsible for the preparation and integrity of the
consolidated financial statements of the Company. The accompanying
consolidated financial statements have been prepared by the management of the
Company, in accordance with generally accepted accounting principles, using
management's best estimates and judgment where necessary. Financial
information appearing throughout this Annual Report is consistent with that in
the consolidated financial statements.

To help fulfill its responsibility, management maintains a system of internal
controls designed to provide reasonable assurance that assets are safeguarded
against loss or unauthorized use and that transactions are executed in
accordance with management's authorizations and are reflected accurately in the
Company's records. The concept of reasonable assurance is based on the
recognition that the cost of maintaining a system of internal accounting
controls should not exceed benefits expected to be derived from the system.
SYSCO believes that its long-standing emphasis on the highest standards of
conduct and ethics, embodied in comprehensive written policies, serves to
reinforce its system of internal controls. The Company's operations review
function monitors the operation of the internal control system and reports
findings and recommendations to management and the Board of Directors. It also
oversees actions taken to address control deficiencies and seeks opportunities
for improving the effectiveness of the system.

Arthur Andersen LLP, independent public accountants, has been engaged to
express an opinion regarding the fair presentation of the Company's financial
condition and operating results. As part of their audit of the Company's
financial statements, Arthur Andersen LLP considered the Company's system of
internal controls to the extent they deemed necessary to determine the nature,
timing and extent of their audit tests.

The Board of Directors oversees the Company's financial reporting through its
Audit Committee which consists entirely of outside directors. The Board, after
a recommendation from the Audit Committee, selects and engages the independent
public accountants annually. The Audit Committee reviews both the scope of the
accountants' audit and recommendations from both the independent public
accountants and the internal operations review function for improvements in
internal controls. The independent public accountants have free access to the
Audit Committee and from time to time confer with them without management
representation.

15
<PAGE> 17

SYSCO recognizes its responsibility to conduct business in accordance with high
ethical standards. This responsibility is reflected in a comprehensive code of
business conduct that, among other things, addresses potentially conflicting
outside business interests of Company employees and provides guidance as to the
proper conduct of business activities. Ongoing communications and review
programs are designed to help ensure compliance with this code.

The Company believes that its system of internal controls is effective and
adequate to accomplish the objectives discussed above.

/s/ BILL M. LINDIG /s/ JOHN K. STUBBLEFIELD, JR.
----------------------------------- -----------------------------------
Bill M. Lindig John K. Stubblefield, Jr.
President and Chief Executive Senior Vice President and
Officer Chief Financial Officer

16
<PAGE> 18

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Sysco Corporation

We have audited the accompanying consolidated balance sheets of Sysco
Corporation (a Delaware corporation) and subsidiaries as of June 29, 1996 and
July 1, 1995, and the related statements of consolidated results of operations,
shareholders' equity and cash flows for each of the three years in the period
ended June 29, 1996. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and the schedule based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sysco Corporation
and subsidiaries as of June 29, 1996 and July 1, 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
June 29, 1996, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in Item 14(a) is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a required part of the basic financial
statements. This schedule has been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP

Arthur Andersen LLP
Houston, Texas
July 31, 1996

17
<PAGE> 19

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
(In thousands except for share data) JUNE 29, 1996 July 1, 1995
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets
Cash $ 107,759 $ 133,886
Accounts and notes receivable, less allowances of $16,380 and $16,001 1,039,759 932,533
Inventories 723,937 667,861
Deferred taxes 32,429 36,405
Prepaid expenses 18,443 18,685
-----------------------------------
Total current assets 1,922,327 1,789,370
-----------------------------------
Plant and equipment at cost, less depreciation 990,642 896,079
Other assets
Goodwill and intangibles, less amortization 250,473 258,206
Other 161,963 153,506
-----------------------------------
Total other assets 412,436 411,712
-----------------------------------
Total assets $3,325,405 $3,097,161
===================================
Liabilities and shareholders' equity
Current liabilities
Notes payable $ 9,390 $ 1,181
Accounts payable 779,124 708,380
Accrued expenses 212,746 206,131
Income taxes 23,330 10,375
Current maturities of long-term debt 12,934 6,569
-----------------------------------
Total current liabilities 1,037,524 932,636
-----------------------------------
Long-term debt 581,734 541,556
Deferred taxes 231,469 219,366
-----------------------------------
Contingencies
Shareholders' equity
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none -- --
Common stock, par value $1 per share
Authorized 500,000,000 shares, issued 191,293,725 shares 191,294 191,294
Paid-in capital 35,179 48,674
Retained earnings 1,568,589 1,379,405
-----------------------------------
1,795,062 1,619,373
Less cost of treasury stock, 10,880,919 and 8,429,203 shares 320,384 215,770
-----------------------------------
Total shareholders' equity 1,474,678 1,403,603
-----------------------------------
Total liabilities and shareholders' equity $3,325,405 $3,097,161
===================================
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

18
<PAGE> 20

CONSOLIDATED RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Year Ended
- ----------------------------------------------------------------------------------------------------------------------------------
(In thousands except for share data) JUNE 29, 1996 July 1, 1995 July 2, 1994
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $ 13,395,130 $ 12,118,047 $ 10,942,499
Costs and expenses
Cost of sales 10,983,796 9,927,448 8,971,628
Operating expenses 1,917,376 1,736,625 1,568,773
Interest expense 41,019 38,579 36,272
Other income, net (1,004) (2,223) (1,756)
--------------------------------------------------------------------
Total costs and expenses 12,941,187 11,700,429 10,574,917
--------------------------------------------------------------------
Earnings before income taxes 453,943 417,618 367,582
Income taxes 177,038 165,794 150,830
--------------------------------------------------------------------
Net earnings $ 276,905 $ 251,824 $ 216,752
====================================================================
Earnings per share $ 1.52 $ 1.38 $ 1.18
====================================================================
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

19
<PAGE> 21
CONSOLIDATED SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Common Stock Paid-in Retained Treasury Stock
----------------------- --------------------
(In thousands except for share data) Shares Amount Capital Earnings Shares Amount
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at July 3, 1993 191,293,725 $ 191,294 $ 74,158 $ 1,043,057 6,836,329 $ 171,293
Net earnings
for year ended July 2, 1994 216,752
Cash dividends paid,
$.32 per share (59,074)
Treasury stock purchases 3,000,000 80,131
Stock issued upon conversion of
Liquid Yield Option Notes (642) (130,228) (3,282)
Stock options exercised (9,741) (652,732) (16,055)
Employees' Stock Purchase Plan (1,461) (561,368) (14,262)
Management Incentive Plan (2,311) (267,496) (6,702)
--------------------------------------------------------------------------------

Balance at July 2, 1994 191,293,725 191,294 60,003 1,200,735 8,224,505 211,123
Net earnings
for year ended July 1, 1995 251,824
Cash dividends paid,
$.40 per share (73,154)
Treasury stock purchases 2,100,000 53,166
Stock issued upon conversion of
Liquid Yield Option Notes (1,812) (592,700) (15,170)
Stock options exercised (6,297) (437,654) (11,196)
Employees' Stock Purchase Plan (2,635) (623,071) (15,944)
Management Incentive Plan (585) (241,877) (6,209)
--------------------------------------------------------------------------------

Balance at July 1, 1995 191,293,725 191,294 48,674 1,379,405 8,429,203 215,770
Net earnings
for year ended June 29, 1996 276,905
Cash dividends paid,
$.48 per share (87,721)
Treasury stock purchases 7,314,100 232,070
Stock issued upon conversion of
Liquid Yield Option Notes (11,190) (3,816,525) (99,776)
Stock options exercised (2,642) (271,406) (7,123)
Employees' Stock Purchase Plan (610) (531,569) (14,339)
Management Incentive Plan 947 (242,884) (6,218)
--------------------------------------------------------------------------------

Balance at June 29, 1996 191,293,725 $ 191,294 $ 35,179 $ 1,568,589 10,880,919 $ 320,384
================================================================================
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

20
<PAGE> 22
CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Year Ended
- ------------------------------------------------------------------------------------------------------------------------
(In thousands) JUNE 29, 1996 July 1, 1995 July 2, 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 276,905 $ 251,824 $ 216,752
Add non-cash items:
Depreciation and amortization 144,709 130,796 119,982
Interest on Liquid Yield Option Notes 2,274 6,013 5,740
Deferred tax provision 16,079 35,504 23,292
Provision for losses on receivables 16,427 15,988 17,918
Additional investment in certain assets and liabilities,
net of effect of businesses acquired and sold:
(Increase) in receivables (123,653) (92,073) (86,487)
(Increase) in inventories (56,076) (65,867) (58,282)
Decrease (increase) in prepaid expenses 242 (2,305) 3,606
Increase in accounts payable 70,744 76,007 73,777
Increase in accrued expenses 6,615 30,088 15,510
Increase (decrease) in income taxes 12,955 (18,793) 2,277
(Increase) in other assets (16,787) (30,279) (51,570)
--------------------------------------------------
Net cash provided by operating activities 350,434 336,903 282,515
--------------------------------------------------
Cash flows from investing activities:
Additions to plant and equipment (235,891) (201,577) (161,485)
Proceeds from sales of plant and equipment 11,024 5,088 2,693
Acquisitions of businesses, net of cash acquired -- -- (15,606)
--------------------------------------------------
Net cash used for investing activities (224,867) (196,489) (174,398)
--------------------------------------------------
Cash flows from financing activities:
Bank and commercial paper borrowings 146,775 15,747 38,798
Other debt repayments (4,053) (6,522) (13,240)
Common stock reissued from treasury 25,375 23,832 23,506
Treasury stock purchases (232,070) (53,166) (80,131)
Dividends paid (87,721) (73,154) (59,074)
--------------------------------------------------
Net cash used for financing activities (151,694) (93,263) (90,141)
--------------------------------------------------
Net (decrease) increase in cash (26,127) 47,151 17,976
Cash at beginning of year 133,886 86,735 68,759
--------------------------------------------------
Cash at end of year $ 107,759 $ 133,886 $ 86,735
==================================================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 38,527 $ 38,487 $ 36,527
Income taxes 141,169 145,596 126,310
</TABLE>

See Summary of Accounting Policies and Additional Financial Information.

21
<PAGE> 23
SUMMARY OF ACCOUNTING POLICIES

BUSINESS AND CONSOLIDATION

SYSCO Corporation (SYSCO) is engaged in the marketing and distribution of a
wide range of food and related products to the foodservice or
"away-from-home-eating" industry. These services are performed from 68
distribution facilities for approximately 260,000 customers located in the 37
states where facilities are situated and in 11 adjacent states. The company
also has two Canadian distribution facilities, one in Vancouver, British
Columbia and one in Peterbourgh, Ontario, which service customers in those
areas.

The accompanying financial statements include the accounts of SYSCO and its
subsidiaries. All significant intercompany transactions and account balances
have been eliminated. Certain amounts in the prior years have been reclassified
to conform to the 1996 presentation.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates that
affect the reported amounts of assets, liabilities, sales and expenses. Actual
results could differ from the estimates used.

Earnings of acquisitions recorded as purchases are included in SYSCO's
results of operations from the date of acquisition.

INVENTORIES

Inventories consist of food and related products held for resale and are valued
at the lower of cost (first-in, first-out method) or market.

PLANT AND EQUIPMENT

Capital additions, improvements and major renewals are classified as plant and
equipment and are carried at cost. Depreciation is recorded using the
straight-line method which reduces the book value of each asset in equal
amounts over its estimated useful life. Maintenance, repairs and minor renewals
are charged to earnings when they are incurred. Upon the disposition of an
asset, its accumulated depreciation is deducted from the original cost, and any
gain or loss is reflected in current earnings.

Applicable interest charges incurred during the construction of new
facilities are capitalized as one of the elements of cost and are amortized over
the assets' estimated useful lives. Interest capitalized during the past three
years was $2,783,000 in 1996, $2,833,000 in 1995 and $1,313,000 in 1994.

GOODWILL AND INTANGIBLES

Goodwill and intangibles represent the excess of cost over the fair value of
tangible net assets acquired and are amortized over 40 years using the
straight-line method. Accumulated amortization at June 29, 1996, July 1, 1995
and July 2, 1994 was $58,668,000, $50,935,000 and $43,120,000, respectively.

COMPUTER SYSTEMS DEVELOPMENT PROJECT

SYSCO has capitalized direct costs incurred in connection with an internal
computer systems development project. The capitalization of these costs began
once it was reasonably certain that the new system would be completed and would
fulfill its intended use. Costs of $2,994,000, $17,593,000 and $29,658,000 were
capitalized during fiscal 1996, 1995 and 1994, respectively. Amounts
capitalized are being amortized as completed portions of the project are put
into use. Accumulated amortization at June 29, 1996 and July 1, 1995 was
$753,000 and $232,000, respectively.

INSURANCE PROGRAM

SYSCO maintains a self-insurance program covering portions of workers'
compensation and general and automobile liability costs. The amounts in excess
of the self-insured levels are fully insured. Self-insurance accruals are based
on claims filed and an estimate for significant claims incurred but not
reported.

22
<PAGE> 24
INCOME TAXES

SYSCO follows the liability method for deferred income taxes as required by the
provisions of Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes."

CASH FLOW INFORMATION

For cash flow purposes, cash includes cash equivalents such as time deposits,
certificates of deposit and all highly liquid instruments with original
maturities of three months or less.

NEW ACCOUNTING STANDARDS

SYSCO is required to adopt SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of" and SFAS No. 123,
"Accounting for Stock Based Compensation" during its fiscal year ending June
28, 1997. Adoption of SFAS No. 121 will not have a significant effect on
SYSCO's consolidated financial statements. SYSCO expects to disclose the fair
value of options granted and stock issued under stock purchase plans in a
footnote to its June 28, 1997 consolidated financial statements, as required by
SFAS No. 123.

ADDITIONAL FINANCIAL INFORMATION

INCOME TAXES

The income tax provisions consist of the following:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
1996 1995 1994
------------------------------------------------------------------
<S> <C> <C> <C>
Federal income taxes $161,142,000 $144,574,000 $130,733,000
State and local income taxes 15,896,000 21,220,000 20,097,000
------------------------------------------------------------------
Total $177,038,000 $165,794,000 $150,830,000
==================================================================
</TABLE>

Included in the income taxes charged to earnings are net deferred tax
provisions of $16,079,000 in 1996, $35,504,000 in 1995 and $23,292,000 in 1994.
The provisions result from the effects of net changes during the year in
deferred tax assets and liabilities arising from temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes.

Significant components of the company's deferred tax assets and liabilities
are as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
JUNE 29, 1996 July 1, 1995
---------------------------------------
<S> <C> <C>
Deferred tax liabilities:
Excess tax depreciation and basis differences of assets $191,058,000 $178,548,000
Computer systems development project 23,411,000 24,293,000
Other 17,000,000 16,525,000
---------------------------------------
Total deferred tax liabilities 231,469,000 219,366,000
---------------------------------------
Deferred tax assets:
Accrued pension expenses 11,109,000 14,963,000
Accrued medical and casualty insurance expenses 7,602,000 7,480,000
Other 13,718,000 13,962,000
---------------------------------------
Total deferred tax assets 32,429,000 36,405,000
---------------------------------------
Net deferred tax liabilities $199,040,000 $182,961,000
=======================================
</TABLE>

The company has enjoyed taxable earnings during each year of its
twenty-seven year existence and knows of no reason such profitability should
not continue. Consequently, the company believes that it is more likely than
not that the entire benefit of existing temporary differences will be realized
and therefore no valuation allowance has been established for deferred assets.

23
<PAGE> 25
Reconciliations of the statutory Federal income tax rates to the effective
income tax rates were as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
1996 1995 1994
----------------------------------------
<S> <C> <C> <C>
Statutory Federal income tax rate 35% 35% 35%
Retroactive Federal income tax charge -- -- 1
State and local income taxes, net of Federal income tax benefit 4 5 5
--------------------------------------
39% 40% 41%
======================================
</TABLE>

ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

The allowance for doubtful accounts receivable was $16,380,000 as of June 29,
1996, $16,001,000 as of July 1, 1995 and $15,999,000 as of July 2, 1994.
Customer accounts written off, net of recoveries, were $16,048,000 or .12% of
sales, $15,986,000 or .13% of sales and $17,291,000 or .16% of sales for fiscal
years 1996, 1995 and 1994, respectively.

SHAREHOLDERS' EQUITY

Earnings per share have been computed by dividing net earnings by 182,598,897
in 1996, 182,779,806 in 1995 and 184,338,616 in 1994, which represents the
weighted average number of shares of common stock outstanding during those
respective years.

In May 1986, the Board of Directors adopted a Warrant Dividend Plan designed
to protect against those unsolicited attempts to acquire control of SYSCO that
the Board believes are not in the best interest of the shareholders. In May
1996, the Board of Directors adopted an amended and restated Plan which, among
other things, extends the expiration of the Plan through May 2006. As amended,
the Plan provides for a dividend distribution of one Preferred Stock Purchase
Right (Right) for each outstanding share of SYSCO common stock. Each Right may
be exercised to purchase one two-thousandth of a share of Series A Junior
Participating Preferred Stock at an exercise price of $175, subject to
adjustment. The Rights will not be exercisable until a party either acquires
10% of the company's common stock or makes a tender offer for 10% or more of
its common stock. In the event of a merger or other business combination
transaction, each Right effectively entitles the holder to purchase $350 worth
of stock of the surviving company for a purchase price of $175.

The Rights expire on May 21, 2006, and may be redeemed before expiration by
the company at a price of $.01 per Right until a party acquires 10% of the
company's common stock or thereafter under certain circumstances. As a result of
the Rights distribution, 450,000 of the 1,500,000 authorized preferred shares
have been reserved for issuance as Series A Junior Participating Preferred
Stock.

PLANT AND EQUIPMENT

A summary of plant and equipment, including the related accumulated
depreciation, appears below:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Estimated
JUNE 29, 1996 July 1, 1995 Useful Lives
-------------------------------------------------------------
<S> <C> <C> <C>
Plant and equipment, at cost
Land $ 82,247,000 $ 86,185,000
Buildings and improvements 754,733,000 675,011,000 10-40 years
Equipment 917,164,000 807,826,000 3-20 years
---------------------------------------
1,754,144,000 1,569,022,000
Accumulated depreciation (763,502,000) (672,943,000)
---------------------------------------
Net plant and equipment $ 990,642,000 $ 896,079,000
=======================================
</TABLE>

DEBT

At June 29, 1996 and July 1, 1995 SYSCO had $9,390,000 and $1,181,000,
respectively, of short-term bank borrowings. The level of such borrowings
fluctuates during the year based on working capital requirements.

24
<PAGE> 26

SYSCO's long-term debt is comprised of the following:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
JUNE 29, 1996 July 1, 1995
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Commercial paper, interest averaging 5.4% in 1996 and 6.1% in 1995 $ 75,878,000 $ 144,510,000
Senior notes, interest at 9.95%, maturing in 1999 91,500,000 91,500,000
Senior notes, interest at 6.5%, maturing in 2005 149,193,000 149,103,000
Senior notes, interest at 7.0%, maturing in 2006 200,000,000 --
Liquid Yield Option Notes, interest at 6.25%, redeemed in December 1995 -- 88,045,000
Industrial Revenue Bonds, mortgages and other debt,
interest averaging 6.8% in 1996 and 7.1% in 1995,
maturing at various dates to 2026 78,097,000 74,967,000
------------------------------------------
Total long-term debt 594,668,000 548,125,000
Less current maturities (12,934,000) (6,569,000)
------------------------------------------
Net long-term debt $ 581,734,000 $ 541,556,000
==========================================

</TABLE>

The principal payments required to be made on long-term debt during the next
five years are shown below:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Year Amount
-------------------------------------------------------------------------------
<S> <C>
1997 $ 12,934,000
1998 3,025,000
1999 102,478,000
2000 7,307,000
2001 91,421,000
</TABLE>

SYSCO has a $300,000,000 revolving loan agreement maturing in 2001 which
currently supports the company's commercial paper program. The commercial paper
borrowings at June 29, 1996 were $75,878,000. In December 1995, SYSCO announced
that it intended to redeem all outstanding Liquid Yield Option Notes (LYON's)
at a price of $579.92 per $1,000 principal amount at maturity, or approximately
$90,400,000 in the aggregate. These zero coupon subordinated notes were
outstanding and convertible into common stock at the rate of 24.512 shares per
$1,000 principal amount at maturity. During fiscal 1996, bondholders converted
or redeemed 155,815 outstanding LYON's, resulting in the issuance of 3,816,525
shares of common stock.

The Industrial Revenue Bonds have varying structures. Final maturities range
from one to thirty years and certain of the bonds provide SYSCO the right to
redeem (a call) at various dates. These call provisions generally provide the
bondholder a premium in the early call years, declining to par value as the
bonds approach maturity. Certain bonds have provisions whereby the holder may
require SYSCO to purchase or redeem the bonds (a put) under certain
circumstances. If certain of these bonds are purchased from bondholders, they
can be remarketed at the then prevailing interest rates.

Long-term debt at June 29, 1996 was $581,734,000, of which 84% is at fixed
rates averaging 7.45% with an average life of eight years, while the remainder
is financed at floating rates averaging 5.30%. Certain loan agreements contain
typical covenants to protect noteholders including provisions to maintain
tangible net worth and funded indebtedness at specified levels.

25
<PAGE> 27
The fair value of SYSCO's long-term debt is estimated based on the quoted
market prices for the same or similar issues or on the current rates offered to
the company for debt of the same remaining maturities. The fair value of
long-term debt approximates $594,000,000 at June 29, 1996.

As part of normal business activities, SYSCO issues letters of credit
through major banking institutions as required by certain vendor and insurance
agreements. As of June 29, 1996 and July 1, 1995 letters of credit outstanding
were $33,164,000 and $29,664,000, respectively. As of June 29, 1996 SYSCO has
not entered into any significant derivative or other off-balance-sheet
financing arrangements.

LEASES

Although SYSCO normally purchases assets, it has obligations under capital and
operating leases for certain distribution facilities, vehicles and computers.
Total rental expense under operating leases was $29,976,000, $32,105,000 and
$31,089,000 in fiscal 1996, 1995 and 1994, respectively. Contingent rentals,
subleases, assets and obligations under capital leases are not significant.

Aggregate minimum lease payments under existing non-capitalized long-term
leases are as follows:
<TABLE>
<CAPTION>
-------------------------------------------------------
Year Amount
-------------------------------------------------------
<S> <C>
1997 $15,650,000
1998 12,449,000
1999 10,112,000
2000 6,946,000
2001 5,535,000
Later years 12,376,000
</TABLE>

STOCK OPTION PLANS

Employee Incentive Stock Option Plan

The Employee Incentive Stock Option Plan adopted in fiscal 1982 provided for
the issuance of options to purchase SYSCO common stock to officers and key
personnel of the company and its subsidiaries at the market price at date of
grant, as adjusted for stock splits. No further grants will be made under this
plan which expired in November 1991 and was replaced by the 1991 Stock Option
Plan.

The following summary presents information with regard to incentive options
under this plan:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Maximum Shares
Shares Under Average Price
Exercisable Option Per Share
----------------------------------------------
<S> <C> <C> <C>
Balance at July 3, 1993 1,940,987 2,674,070 $ 15.62
Granted -- --
Cancelled (111,719) 12.98
Exercised (757,604) 12.39
---------
Balance at July 2, 1994 1,600,594 1,804,747 17.14
Granted -- --
Cancelled (153,024) 15.30
Exercised (558,506) 14.40
---------
Balance at July 1, 1995 1,093,217 1,093,217 18.80
Granted -- --
Cancelled (140,393) 16.46
Exercised (271,570) 17.83
---------
BALANCE AT JUNE 29, 1996 681,254 681,254 19.67
=========
</TABLE>

26
<PAGE> 28

1991 Stock Option Plan

The 1991 Stock Option Plan was adopted in fiscal 1992 and originally reserved
3,000,000 shares of SYSCO common stock for options to directors, officers and
key personnel of the company and its subsidiaries at the market price at date
of grant. This plan provides for the issuance of options which are qualified as
incentive stock options under the Internal Revenue Code of 1986, options which
are not so qualified and stock appreciation rights. During fiscal 1996, the
shareholders approved an amendment to the plan for an additional 8,000,000
shares to be made available for future grants of options. To date, the company
has issued stock options but no stock appreciation rights under this plan.

The following summary presents information with regard to options issued
under the 1991 plan:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Maximum Shares
Shares Under Average Price
Exercisable Option Per Share
----------------------------------------------
<S> <C> <C> <C>
Balance at July 3, 1993 -- 515,320 $ 25.25
Granted 633,650 28.88
Cancelled (26,484) 26.50
Exercised (8,071) 25.25
---------
Balance at July 2, 1994 163,305 1,114,415 27.28
Granted 1,004,100 25.50
Cancelled (83,168) 26.83
Exercised (4,901) 25.25
---------
Balance at July 1, 1995 504,915 2,030,446 26.42
Granted 1,104,450 28.75
Cancelled (77,247) 27.18
Exercised (62,834) 25.88
---------
BALANCE AT JUNE 29, 1996 1,095,345 2,994,815 27.27
=========
</TABLE>

Non-Employee Directors Stock Option Plan

The Non-Employee Directors Stock Option Plan adopted in fiscal 1996 permits the
issuance of up to 200,000 shares of common stock to directors who are not
employees of SYSCO. Under this plan options to purchase 2,000 shares of common
stock at the fair market value on the date of the grant are granted to each
non-employee director annually, provided certain earnings goals are met. As of
June 29, 1996, options for 36,000 shares had been granted to nine non-employee
directors under this plan, none of which are currently exercisable.

EMPLOYEE BENEFIT PLANS

SYSCO and each of its subsidiaries have defined benefit and defined
contribution retirement plans for their employees. Also, the company
contributes to various multi-employer plans under collective bargaining
agreements.

The defined benefit pension plans pay benefits to employees at retirement
using formulas based on a participant's years of service and compensation. The
defined contribution 401(k) plan provides that under certain circumstances the
company may make matching contributions of up to 50% of the first 6% of a
participant's compensation. SYSCO's contribution to this plan was $4,629,000 in
1996, $4,254,000 in 1995 and $8,163,000 in 1994.

27
<PAGE> 29

The funded status of the defined benefit plans is as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
JUNE 29, 1996 July 1, 1995
----------------------------------
<S> <C> <C>
Assets available for benefits $ 191,220,000 $ 137,613,000
Projected benefit obligation
Vested (153,071,000) (129,265,000)
Nonvested (10,755,000) (10,651,000)
--------------------------------
Total accumulated benefit obligation (163,826,000) (139,916,000)
Effect of projected future compensation increases (24,679,000) (22,238,000)
--------------------------------
Total actuarial projected benefit obligation (188,505,000) (162,154,000)
--------------------------------
Assets more (less) than projected obligation $ 2,715,000 $ (24,541,000)
================================

Consisting of:
Amounts to be offset against (charged to) future pension costs
Remaining assets in excess of obligation existing at adoption of SFAS 87 in 1986 $ 7,956,000 $ 9,134,000
Unrecognized actuarial loss due to differences in assumptions and actual experience (1,424,000) (21,538,000)
Unrecognized prior service cost 8,136,000 9,074,000
Accrued pension costs (11,953,000) (21,211,000)
--------------------------------
$ 2,715,000 $ (24,541,000)
================================
</TABLE>

The projected unit credit method was used to determine the actuarial present
value of the accumulated benefit obligation and the projected benefit
obligation. The discount rate used was 7.75% in 1996, 8% in 1995 and 7.75% in
1994 and the rate of increase in future compensation levels used was 5.5% in
each year. The expected long-term rate of return on assets used was 9% in 1996
and 1995 and 10% in 1994. The plans invest primarily in marketable securities
and time deposits.

Net pension costs were as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Defined benefit plans
Benefits earned during the year $ 19,885,000 $ 17,622,000 $ 16,866,000
Interest accrued on benefits earned in prior years 13,812,000 11,476,000 9,655,000
Actual return on plan assets (31,865,000) (19,078,000) 378,000
Net amortization and deferral 16,999,000 7,125,000 (13,356,000)
---------------------------------------------------
Net pension costs from defined benefit plans 18,831,000 17,145,000 13,543,000
Defined contribution plans 4,629,000 4,274,000 8,407,000
Multi-employer pension plans 16,560,000 13,550,000 12,412,000
---------------------------------------------------
Net pension costs $ 40,020,000 $ 34,969,000 $ 34,362,000
===================================================
</TABLE>

SYSCO also has a Management Incentive Plan that compensates key management
personnel for specific performance achievements. The awards under this plan
were $15,208,000 in 1996, $16,545,000 in 1995 and $12,508,000 in 1994 and were
paid in both cash and stock. In addition to receiving benefits upon retirement
under the company's defined benefit plan, participants in the Management
Incentive Plan will receive benefits under a Supplemental Executive Retirement
Plan. This plan is a nonqualified, unfunded supplementary retirement plan. In
order to meet its obligations under this plan, SYSCO maintains life insurance
policies on the lives of the participants with carrying values of $43,354,000
at June 29, 1996 and $40,200,000 at July 1, 1995. SYSCO is the sole owner and
beneficiary of such policies. The periodic pension costs of this plan were
$3,830,000 in 1996 and $3,659,000 in 1995. The actuarially determined
accumulated benefit obligation for this plan included in accrued expenses was
$23,556,000 at June 29, 1996 and $19,004,000 at July 1, 1995. After taking
into consideration the effect of future compensation increases, the projected
benefit obligation of this plan was $33,472,000 at June 29, 1996 and
$27,046,000 at July 1, 1995.

28
<PAGE> 30

SYSCO has an Employees' Stock Purchase Plan which permits employees (other
than directors) who have been employed for at least one year to invest by means
of periodic payroll deductions in SYSCO common stock at 85% of the closing
price on the last business day of each calendar quarter. During 1996, 522,965
shares of SYSCO common stock were purchased by the participants as compared to
584,526 purchased in 1995 and 579,916 purchased in 1994. The total number of
shares which may be sold pursuant to the plan may not exceed 12,000,000 shares
of which 583,588 remained available at June 29, 1996.

In addition to providing pension benefits, SYSCO provides certain health care
benefits to eligible retirees and their dependents in the United States.

Net periodic postretirement benefit costs were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Service cost - benefits earned during the period $ 312,000 $ 288,000
Interest cost 366,000 377,000
Amortization of transition obligation 153,000 165,000
Amortization of prior service cost 83,000 83,000
-------------------------------
Net periodic postretirement benefit cost $ 914,000 $ 913,000
===============================
</TABLE>

The components of the postretirement benefit obligation, included in accrued
expenses at June 29, 1996 and July 1, 1995 were:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
JUNE 29,1996 JULY 1, 1995
-----------------------------------
<S> <C> <C>
Retirees $ 233,000 $ 472,000
Fully eligible active participants 1,773,000 1,721,000
Other active employees 2,500,000 2,534,000
---------------------------------
Accumulated postretirement benefit obligation 4,506,000 4,727,000
Unrecognized net gain (loss) and effects of changes in assumptions 969,000 263,000
Unrecognized prior service cost (929,000) (1,012,000)
Unrecognized transition obligation (2,607,000) (2,761,000)
---------------------------------
Accrued postretirement benefit liability $ 1,939,000 $ 1,217,000
=================================
</TABLE>

The discount rate used to determine the accumulated postretirement benefit
obligation was 7.75% in 1996 and 1995. A health care cost trend rate is not
used in the calculations because SYSCO subsidizes the cost of postretirement
medical coverage by a fixed dollar amount with the retiree responsible for the
cost of coverage in excess of the subsidy, including all future cost increases.

At the beginning of fiscal 1995, SYSCO implemented SFAS 112, "Employers'
Accounting for Postemployment Benefits," which requires that accrual accounting
be used for the cost of certain obligations to be paid to former or inactive
employees after employment but before retirement. Such obligations include
salary continuation, disability, severance and workers' compensation. This
accounting change had no significant effect on net earnings or financial
condition in fiscal 1996 and 1995.

CONTINGENCIES

SYSCO is engaged in various legal proceedings which have arisen but have not
been fully adjudicated. These proceedings, in the opinion of management, will
not have a material adverse effect upon the consolidated financial position or
results of operations of the company when ultimately concluded.

29
<PAGE> 31
QUARTERLY RESULTS (UNAUDITED)
Financial information for each quarter in the years ended June 29, 1996 and
July 1, 1995:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
1996 QUARTER ENDED
-------------------------------------------------------------
(IN THOUSANDS EXCEPT FOR SHARE DATA) SEPTEMBER 30 DECEMBER 30 MARCH 30 JUNE 29 FISCAL YEAR
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SALES $ 3,291,910 $ 3,301,585 $ 3,257,110 $3,544,525 $ 13,395,130
COST OF SALES 2,704,658 2,705,801 2,675,844 2,897,493 10,983,796
OPERATING EXPENSES 469,847 469,894 479,109 498,526 1,917,376
INTEREST EXPENSE 9,372 10,332 10,271 11,044 41,019
OTHER INCOME, NET (444) (350) (411) 201 (1,004)
--------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 108,477 115,908 92,297 137,261 453,943
INCOME TAXES 42,306 45,204 35,996 53,532 177,038
--------------------------------------------------------------------------------
NET EARNINGS $ 66,171 $ 70,704 $ 56,301 $ 83,729 $ 276,905
--------------------------------------------------------------------------------
PER SHARE:
EARNINGS $ .36 $ .39 $ .31 $ .46 $ 1.52
CASH DIVIDENDS .11 .11 .13 .13 .48
MARKET PRICE 31-27 33-27 35-30 35-31 35-27
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
1995 Quarter Ended
----------------------------------------------------------------
(In thousands except for share data) October 1 December 31 April 1 July 1 Fiscal Year
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $ 2,983,096 $ 3,006,663 $ 2,966,355 $ 3,161,933 $ 12,118,047
Cost of sales 2,448,788 2,463,576 2,432,677 2,582,407 9,927,448
Operating expenses 429,591 428,276 436,443 442,315 1,736,625
Interest expense 8,453 9,968 10,317 9,841 38,579
Other income, net (528) (545) (624) (526) (2,223)
--------------------------------------------------------------------------------
Earnings before income taxes 96,792 105,388 87,542 127,896 417,618
Income taxes 38,426 41,839 34,754 50,775 165,794
--------------------------------------------------------------------------------
Net earnings $ 58,366 $ 63,549 $ 52,788 $ 77,121 $ 251,824
--------------------------------------------------------------------------------
Per share:
Earnings $ .32 $ .35 $ .29 $ .42 $ 1.38
Cash dividends .09 .09 .11 .11 .40
Market price 27-21 28-24 29-25 30-26 30-21

- ---------------------------------------------------------------------------------------------------------------------
Percentage increases--1996 vs. 1995:
Sales 10% 10% 10% 12% 11%
Earnings before income taxes 12 10 5 7 9
Net earnings 13 11 7 9 10
Earnings per share 13 11 7 10 10

</TABLE>

30
<PAGE> 32

PART III

Except as otherwise indicated, the information required by Items 10, 11, 12 and
13 is included in the Company's definitive proxy statement which will be filed
pursuant to Regulation 14A under the Securities Exchange Act of 1934 no later
than 120 days after the close of the 1996 fiscal year, and said proxy statement
is hereby incorporated by reference thereto.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning Executive Officers is included in Part I (Item 4A) of
this Form 10-K (page 8).

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

31
<PAGE> 33

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K

(a) The following documents are filed, or incorporated by reference, as part
of this Form 10-K:

1. All financial statements. See index to Consolidated Financial
Statements on page 14 of this Form 10-K.

2. Financial Statement Schedule. See page 14 of this Form 10-K.

3. Exhibits.

3(a) Restated Certificate of Incorporation, as amended,
incorporated by reference to Form 10-K for the year ended
June 29, 1991.

3(b) Bylaws, as amended, incorporated by reference to Form 10-K
for the year ended July 2, 1994.

3(c) AMENDED CERTIFICATE OF DESIGNATION

4(a) SIXTH AMENDMENT AND RESTATEMENT OF COMPETITIVE
ADVANCE AND REVOLVING CREDIT FACILITY
AGREEMENT DATED AS OF MAY 31, 1996.

4(b) Sysco Corporation Note Agreement dated as of June 1, 1989
incorporated by reference to the Form 10- K for the year
ended July 1, 1989.

4(c) Indenture, dated as of October 1, 1989, between Sysco
Corporation and Chemical Bank, Trustee, incorporated by
reference to Registration Statement on Form S-3 (File No.
33-31227).

4(d) Indenture, dated as of June 15, 1995, between Sysco
Corporation and First Union National Bank of North
Carolina, Trustee, incorporated by reference to
Registration Statement on Form S-3 (File No. 33-60023).

4(e) FIRST SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 27, 1995,
BETWEEN SYSCO CORPORATION AND FIRST UNION BANK OF NORTH
CAROLINA, TRUSTEE.

4(f) SECOND SUPPLEMENTAL INDENTURE, DATED AS OF MAY 1, 1996,
BETWEEN SYSCO CORPORATION AND FIRST UNION BANK OF NORTH
CAROLINA, TRUSTEE.

32
<PAGE> 34

10(a) Amended and Restated Sysco Corporation Executive Deferred
Compensation Plan incorporated by reference to Form 10-K
for the year ended July 1, 1995. *

10(b) FOURTH AMENDED AND RESTATED SYSCO CORPORATION SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN.

10(c) Sysco Corporation Employee Incentive Stock Option Plan
incorporated by reference to the Form S-8 filed under the
Securities Act of 1933, as amended, dated April 1, 1987,
as amended. *

10(d) Sysco Corporation 1995 Management Incentive Plan
incorporated by reference to Form 10-K for the year ended
July 1, 1995. *

10(e) Sysco Corporation 1991 Stock Option Plan incorporated by
reference to Form 10-K for the year ended June 27, 1992. *

10(f) Sysco Corporation Non-Employee Directors Stock Option Plan
incorporated by reference to Form 10-K for the year ended
July 1, 1995. *

10(g) Amended and Restated Shareholder Rights Agreement,
incorporated by reference to registration statement on
Form 8-A/A, filed May 29, 1996.

11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

21 SUBSIDIARIES OF THE REGISTRANT

23 INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

27 FINANCIAL DATA SCHEDULE

(b) Reports on Form 8-K
None

- ---------------
* Management contract or compensatory plan or arrangement.

33
<PAGE> 35

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Sysco Corporation has duly caused this Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 6th day of
September, 1996.

SYSCO CORPORATION

By /s/ BILL M. LINDIG
-----------------------------------------
Bill M. Lindig
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated and on the date indicated above.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS:

/s/ JOHN F. WOODHOUSE
- -------------------------------------------
John F. Woodhouse Chairman of the Board

/s/ JOHN K. STUBBLEFIELD, JR. Senior Vice President and
- ------------------------------------------- Chief Financial Officer
John K. Stubblefield, Jr.

34
<PAGE> 36

DIRECTORS:
- ---------

/s/ JOHN W. ANDERSON /s/ BILL M. LINDIG
- ----------------------------------- -----------------------------------
John W. Anderson Bill M. Lindig

/s/ JOHN F. BAUGH /s/ RICHARD G. MERRILL
- ----------------------------------- -----------------------------------
John F. Baugh Richard G. Merrill

/s/ COLIN G. CAMPBELL /s/ DONALD H. PEGLER, JR.
- ----------------------------------- -----------------------------------
Colin G. Campbell Donald H. Pegler, Jr.

/s/ CHARLES H. COTROS /s/ FRANK H. RICHARDSON
- ----------------------------------- -----------------------------------
Charles H. Cotros Frank H. Richardson

/s/ JUDITH B. CRAVEN /s/ PHYLLIS S. SEWELL
- ----------------------------------- -----------------------------------
Judith B. Craven Phyllis S. Sewell

/s/ FRANK A. GODCHAUX III /s/ ARTHUR J. SWENKA
- ----------------------------------- -----------------------------------
Frank A. Godchaux III Arthur J. Swenka

/s/ JONATHAN GOLDEN /s/ THOMAS B. WALKER, JR.
- ----------------------------------- -----------------------------------
Jonathan Golden Thomas B. Walker, Jr.

/s/ DONALD J. KELLER /s/ JOHN F. WOODHOUSE
- ----------------------------------- -----------------------------------
Donald J. Keller John F. Woodhouse

35
<PAGE> 37

SYSCO CORPORATION AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Balance at Charged to Charged to Balance at
Beginning Costs and Other Accounts Deductions End of
Description of Period Expenses Describe(1) Describe Period
------------ ---------- ---------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Allowance
For year ended for doubtful
July 2, 1994............. accounts $15,122,000 $17,918,000 $ 250,000 $17,291,000 (2) $15,999,000

Allowance
For year ended for doubtful
July 1, 1995............. accounts $15,999,000 $15,988,000 $ -- $15,986,000 (2) $16,001,000

Allowance
For year ended for doubtful
June 29, 1996............ accounts $16,001,000 $16,427,000 $ -- $16,048,000 (2) $16,380,000
</TABLE>

(1) Allowance accounts added from acquisitions.
(2) Customer accounts written off, net of recoveries.

S-1
<PAGE> 38

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 29, 1996 Commission File No. 1-6544

SYSCO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

EXHIBITS

<PAGE> 39

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
3(a) Restated Certificate of Incorporation, as amended, incorporated by
reference to Form 10-K for the year ended June 29, 1991.

3(b) Bylaws, as amended, incorporated by reference to Form 10-K for the
year ended July 2, 1994.

3(c) AMENDED CERTIFICATE OF DESIGNATION.

4(a) SIXTH AMENDMENT AND RESTATEMENT OF COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT DATED AS OF MAY 31, 1996.

4(b) Sysco Corporation Note Agreement dated as of June 1, 1989
incorporated by reference to the Form 10-K for the year ended July
1, 1989.

4(c) Indenture, dated as of October 1, 1989, between Sysco Corporation
and Chemical Bank, Trustee, incorporated by reference to
Registration Statement on Form S-3 (File No. 33-31227).

4(d) Indenture, dated as of June 15, 1995, between Sysco Corporation and
First Union National Bank of North Carolina, Trustee, incorporated
by reference to Registration Statement on Form S-3 (File No.
33-60023).

4(e) FIRST SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 27, 1995, BETWEEN
SYSCO CORPORATION AND FIRST UNION BANK OF NORTH CAROLINA, TRUSTEE.

4(f) SECOND SUPPLEMENTAL INDENTURE, DATED AS OF MAY 1, 1996, BETWEEN
SYSCO CORPORATION AND FIRST UNION BANK OF NORTH CAROLINA, TRUSTEE.

10(a) Amended and Restated Sysco Corporation Executive Deferred
Compensation Plan incorporated by reference to Form 10-K for the
year ended July 1, 1995.
</TABLE>

<PAGE> 40

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
10(b) FOURTH AMENDED AND RESTATED SYSCO CORPORATION SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN.

10(c) Sysco Corporation Employee Incentive Stock Option Plan incorporated
by reference to the Form S-8 filed under the Securities Act of 1933,
as amended, dated April 1, 1987, as amended.

10(d) Sysco Corporation 1995 Management Incentive Plan incorporated by
reference to Form 10-K for the year ended July 1, 1995.

10(e) Sysco Corporation 1991 Stock Option Plan incorporated by reference
to Form 10-K for the year ended June 27, 1992.

10(f) Sysco Corporation Non-Employee Directors Stock Option Plan
incorporated by reference to Form 10-K for the year ended July 1,
1995.

10(g) Amended and Restated Shareholder Rights Agreement, incorporated by
reference to registration statement on Form 8-A/A, filed May 29,
1996.

11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

21 SUBSIDIARIES OF THE REGISTRANT

23 INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

27 FINANCIAL DATA SCHEDULE
</TABLE>

<PAGE> 1
EXHIBIT 3-C

FORM OF AMENDED AND RESTATED
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

SYSCO CORPORATION

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

We, Bill M. Lindig, President, and La Dee G. Riker, Secretary, of SYSCO
Corporation, a corporation organized and existing under the General Corporation
Law of the State of Delaware, in accordance with the provisions of Section 103
thereof, DO HEREBY CERTIFY:

That (i) pursuant to the authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation of the said Corporation, the said
Board of Directors on May 14, 1986, adopted a resolution creating a series of
450,000 shares of Preferred Stock designated as Series A Junior Participating
Preferred Stock and (ii) no shares of the Series A Junior Participating
Preferred Stock have been issued.

WE DO FURTHER HEREBY CERTIFY:

That pursuant to the authority conferred upon by the Board of Directors by
the Restated Certificate of Incorporation of the said Corporation and Section
151(g) of the General Corporation Law of the State of Delaware, the said Board
of Directors on May 8, 1996 adopted the following resolution amending the
voting powers, preferences and relative participating, optional or other
special rights of the shares of the Series A Junior Participating Preferred
Stock, and the qualifications, limitations or restrictions thereof while
keeping the designation of such series unchanged:

RESOLVED, that pursuant to the authority vested in the Board of Directors
of this Corporation in accordance with the provisions of its Restated
Certificate of Incorporation, that the series of Preferred Stock of the
Corporation previously designated "Series A Junior Participating Preferred
Stock" remain so designated and that the terms thereof be amended so that the
amount thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:

Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock," par value $1 per
share, and

<PAGE> 2

the number of shares constituting such series shall be 450,000. Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A Junior
Preferred Stock to a number less than that of the shares then outstanding plus
the number of shares issuable upon exercise of outstanding rights, options or
warrants or upon conversion of outstanding securities issued by the
Corporation.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the shares of
Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock, in
preference to the holders of shares of Common Stock, par value $1 per share
(the "Common Stock"), of the Corporation and any other junior stock, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the 28th day of February and the 30th day of each of May, August and November
in each year (or, in each case, if not a date on which the Corporation is open
for business, the next succeeding business day) or such earlier date in any
such month on which dividends on the Common Stock are payable (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share
or fraction of a share of Series A Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$20.00 or (b) subject to the provision for adjustment hereinafter set forth,
2,000 times the aggregate per share amount of all cash dividends, and 2,000
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Participating Preferred Stock. In the
event the Corporation shall at any time after May 30, 1996 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

<PAGE> 3

(B) The Corporation shall declare a dividend or distribution on the Series
A Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $20.00 per share
on the Series A Junior Participating Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of shares of Series A Junior Participating Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Junior
Participating Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 30 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Junior Participating Preferred Stock shall entitle the holder
thereof to 2,000 votes on all matters submitted to a vote of the stockholders
of the Corporation. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Participating Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding

<PAGE> 4

immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of shares
of Series A Junior Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

(C) (i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "default period") which shall extend until such
time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series A
Junior Participating Preferred Stock then outstanding shall have been declared
and paid or set apart for payment. During each default period, all holders of
Preferred Stock (including holders of the Series A Junior Participating
Preferred Stock) with dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two (2) Directors.

(ii) During any default period, such voting right of the holders of
Series A Junior Participating Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C) or
at any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised unless the holders
of ten percent (10%) in number of shares of Preferred Stock outstanding shall
be present in person or by proxy. The absence of a quorum of the holders of
Common Stock shall not affect the exercise by the holders of Preferred Stock of
such voting right. At any meeting at which the holders of Preferred Stock
shall exercise such voting right initially during an existing default period,
they shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
Directors or, if such right is exercised at an annual meeting, to elect two (2)
Directors. If the number which may be so elected at any special meeting does
not amount to the required number, the holders of the Preferred Stock shall
have the right to make such increase in the number of Directors as shall be
necessary to permit the election by them of the required number. After the
holders of the Preferred Stock shall have exercised their right to elect
Directors in any default period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by vote of the
holders of Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series A Junior
Participating Preferred Stock.

<PAGE> 5

(iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling
of special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the President, a Vice-President or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which holders
of Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii)
shall be given to each holder of record of Preferred Stock by mailing a copy of
such notice to him at his last address as the same appears on the books of the
Corporation. Such meeting shall be called for a time not earlier than 20 days
and not later than 60 days after such order or request or in default of the
calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any stockholder or stockholders
owning in the aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding. Notwithstanding the provisions of this
paragraph (C)(iii), no such special meeting shall be called during the period
within 60 days immediately preceding the date fixed for the next annual meeting
of the stockholders.

(iv) In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of Preferred
Stock shall have exercised their right to elect two (2) Directors voting as a
class, after the exercise of which right (x) the Directors so elected by the
holders of Preferred Stock shall continue in office until their successors
shall have been elected by such holders or until the expiration of the default
period, and (y) any vacancy in the Board of Directors may (except as provided
in paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the
remaining Directors theretofore elected by the holders of the class of stock
which elected the Director whose office shall have become vacant. References
in this paragraph (C) to Directors elected by the holders of a particular class
of stock shall include Directors elected by such Directors to fill vacancies as
provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall cease,
(y) the term of any Directors elected by the holders of Preferred Stock as a
class shall terminate, and (z) the number of Directors shall be such number as
may be provided for in the Certificate of Incorporation or By-laws irrespective
of any increase made pursuant to the provisions of paragraph (C)(ii) of this
Section 3 (such number being subject, however to change thereafter in any
manner provided by law or in the Certificate of Incorporation or By-laws). Any
vacancies in the Board of Directors effected by the provisions of clauses

<PAGE> 6

(y) and (z) in the preceding sentence may be filled by a majority of the
remaining Directors.

(D) Except as set forth herein, holders of Series A Junior Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not

(i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Junior
Participating Preferred Stock;

(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with
the Series A Junior Participating Preferred Stock, except dividends
paid ratably on the Series A Junior Participating Preferred Stock
and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Junior Participating Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire
shares of any such parity stock in exchange for shares of any stock
of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock;

(iv) purchase or otherwise acquire for consideration any
shares of Series A Junior Participating Preferred Stock, or any
shares of stock ranking on a parity with the Series A Junior
Participating Preferred Stock, except in accordance with a purchase
offer made in writing or by

<PAGE> 7

publication (as determined by the Board of Directors) to all holders
of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received $350,000 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series A Liquidation Preference"). Following the
payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 2,000 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of
the Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating Preferred Stock
and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

<PAGE> 8

(B) In the event there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of preferred stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event
there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

(C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 2,000 times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Junior Participating Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that are outstanding immediately prior to such event.

Section 8. No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

Section 9. Ranking. The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's Preferred Stock as
to the payment

<PAGE> 9
of dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.

Section 10. Amendment. The Restated Certificate of Incorporation of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Junior Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding shares
of Series A Junior Participating Preferred Stock, voting separately as a class.

Section 11. Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holders fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and
do affirm the foregoing as true under the penalties of perjury this day of
May, 1996.

--------------------------------
President

Attest:

- ---------------------------
Secretary

<PAGE> 1
EXHIBIT 4(a)

EXECUTION COPY

================================================================================

$300,000,000

SIXTH

AMENDMENT AND RESTATEMENT

COMPETITIVE ADVANCE AND

REVOLVING CREDIT FACILITY AGREEMENT

Dated as of

MAY 31, 1996

among

SYSCO CORPORATION

THE NON-RETIRING BANKS, THE NEW BANK
AND THE RETIRING BANKS NAMED HEREIN

TEXAS COMMERCE BANK NATIONAL ASSOCIATION,

AS AGENT

and

CHEMICAL BANK,

AS AUCTION ADMINISTRATION AGENT

================================================================================

ANDREWS & KURTH L.L.P.
<PAGE> 2
TABLE OF CONTENTS

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ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . 2
SECTION 1.02 Interpretation . . . . . . . . . . . . . . . . . . . . . 15
SECTION 1.03 Accounting Terms . . . . . . . . . . . . . . . . . . . . 16

ARTICLE II
LOANS

SECTION 2.01 Commitments . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.02 Competitive Bid Procedure . . . . . . . . . . . . . . . . 17
SECTION 2.03 Committed Borrowing Procedure . . . . . . . . . . . . . 20
SECTION 2.04 Refinancings . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.05 Facility Fees . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.06 Termination and Reduction of Commitments . . . . . . . . 22
SECTION 2.07 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.08 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.09 Interest on Loans . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.10 Interest on Overdue Amounts . . . . . . . . . . . . . . . 25
SECTION 2.11 Alternate Rate of Interest . . . . . . . . . . . . . . . 25
SECTION 2.12 Prepayment of Loans . . . . . . . . . . . . . . . . . . . 25
SECTION 2.13 Reserve Requirements; Change in Circumstances . . . . . . 26
SECTION 2.14 Change in Legality . . . . . . . . . . . . . . . . . . . 27
SECTION 2.15 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.16 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . 29
SECTION 2.17 Sharing of Setoffs . . . . . . . . . . . . . . . . . . . 29
SECTION 2.18 Payments . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.19 Tax Forms . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 2.20 Extensions of Termination Date; Removal of Banks . . . . 31

ARTICLE III
CONDITIONS OF LENDING

SECTION 3.01 Conditions Precedent to Initial Borrowing under the 1988
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.02 Condition Precedent to Initial Borrowing under this
Agreement . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 3.03 Conditions Precedent to Each Committed Borrowing . . . . 35
SECTION 3.04 Conditions Precedent to Each Competitive Borrowing . . . 36
</TABLE>

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<TABLE>
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Organization and Qualification . . . . . . . . . . . . . 36
SECTION 4.02 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 4.03 Approvals . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 4.04 Financial Statements . . . . . . . . . . . . . . . . . . 37
SECTION 4.05 No Material Contingent Liabilities . . . . . . . . . . . 37
SECTION 4.06 Authorization; No Conflicts . . . . . . . . . . . . . . . 38
SECTION 4.07 Binding Effect . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.08 Burdensome Restrictions . . . . . . . . . . . . . . . . . 38
SECTION 4.09 Litigation . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.10 Margin Stock; Use of Proceeds . . . . . . . . . . . . . . 39
SECTION 4.11 Compliance with Law . . . . . . . . . . . . . . . . . . . 39
SECTION 4.12 Franchises, Patents, Trademarks and Other Rights . . . . 39
SECTION 4.13 Disclosure . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 4.14 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 4.15 Securities Exchange Act . . . . . . . . . . . . . . . . . 40
SECTION 4.16 Investment Company Act . . . . . . . . . . . . . . . . . 40
SECTION 4.17 Public Utility Holding Company Act . . . . . . . . . . . 40
SECTION 4.18 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE V
COVENANTS

SECTION 5.01 Affirmative Covenants . . . . . . . . . . . . . . . . . . 41
(a) Payment of Taxes, Etc. . . . . . . . . . . . . . . . 41
(b) Preservation of Corporate Existence, Etc. . . . . . 41
(c) Compliance with Laws, Etc. . . . . . . . . . . . . . 42
(d) Visitation Rights . . . . . . . . . . . . . . . . . 42
(e) Keeping of Books . . . . . . . . . . . . . . . . . . 42
(f) Maintenance of Properties, Etc. . . . . . . . . . . 42
(g) Maintenance of Insurance . . . . . . . . . . . . . . 42
(h) Compliance with Terms of All Leaseholds . . . . . . 43
(i) Financial Information . . . . . . . . . . . . . . . 43

SECTION 5.02 Negative Covenants . . . . . . . . . . . . . . . . . . . 46
(a) Negative Pledge . . . . . . . . . . . . . . . . . . 46
(b) Sale and Lease-back Transactions . . . . . . . . . . 48
(c) Net Worth . . . . . . . . . . . . . . . . . . . . . 48
(d) Funded Indebtedness . . . . . . . . . . . . . . . . 48
</TABLE>

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<TABLE>
<S> <C> <C>
(e) Working Capital . . . . . . . . . . . . . . . . . . 48
(f) Cash Flow . . . . . . . . . . . . . . . . . . . . . 48
(g) ERISA . . . . . . . . . . . . . . . . . . . . . . . 48
(h) Fiscal Year . . . . . . . . . . . . . . . . . . . . 49
(i) Transactions with Affiliates . . . . . . . . . . . . 49
(j) Tax Returns . . . . . . . . . . . . . . . . . . . . 49
(k) Consolidation, Merger or Acquisition . . . . . . . . 49
(l) Sales and Other Dispositions . . . . . . . . . . . . 49

ARTICLE VI
EVENTS OF DEFAULT

SECTION 6.01 Events of Default . . . . . . . . . . . . . . . . . . . . 50

ARTICLE VII
THE AGENTS

SECTION 7.01 Authorization and Action . . . . . . . . . . . . . . . . 53
SECTION 7.02 Agent's and Auction Administration Agent's Reliance, Etc. 53
SECTION 7.03 TCB, Chemical and Affiliates . . . . . . . . . . . . . . 54
SECTION 7.04 Bank Credit Decision . . . . . . . . . . . . . . . . . . 54
SECTION 7.05 Agents' Indemnity . . . . . . . . . . . . . . . . . . . . 55
SECTION 7.06 Successor Agent . . . . . . . . . . . . . . . . . . . . . 55
SECTION 7.07 Successor Auction Administration Agent . . . . . . . . . 56
SECTION 7.08 Notice of Default . . . . . . . . . . . . . . . . . . . . 56

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.02 Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 8.03 No Waiver; Remedies . . . . . . . . . . . . . . . . . . . 59
SECTION 8.04 Costs, Expenses and Taxes . . . . . . . . . . . . . . . . 59
SECTION 8.05 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 8.06 Right of Setoff . . . . . . . . . . . . . . . . . . . . . 60
SECTION 8.07 Governing Law . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 8.08 Interest . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 8.09 Survival of Representations and Warranties . . . . . . . 61
SECTION 8.10 Binding Effect . . . . . . . . . . . . . . . . . . . . . 62
SECTION 8.11 Successors and Assigns; Participations . . . . . . . . . 62
</TABLE>

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<TABLE>
<S> <C> <C>
SECTION 8.12 Independence of Covenants . . . . . . . . . . . . . . . . 64
SECTION 8.13 Separability . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.14 Entire Agreement . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.15 Execution in Counterparts . . . . . . . . . . . . . . . . 65
SECTION 8.16 Retiring Banks . . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.17 Final Agreement . . . . . . . . . . . . . . . . . . . . . 65

EXHIBITS
EXHIBIT A-1 Form of Competitive Bid Request
EXHIBIT A-2 Form of Notice of Committed Borrowing
EXHIBIT B Form of Notice to Banks of Competitive Bid Request
EXHIBIT C Form of Competitive Bid
EXHIBIT D-1 Form of Competitive Note
EXHIBIT D-2 Form of Committed Note
EXHIBIT E-1 Form of Opinion -- Arnall Golden & Gregory
EXHIBIT E-2 Form of Opinion -- Company General Counsel
EXHIBIT F Form of Opinion -- Andrews & Kurth
EXHIBIT G Form of Administrative Questionnaire
EXHIBIT H Form of Assignment and Acceptance

SCHEDULES

SCHEDULE I Intentionally Omitted
SCHEDULE II Subsidiaries
SCHEDULE III Contingent Liabilities
SCHEDULE IV ERISA
SCHEDULE V Existing Liens
</TABLE>

-iv-
<PAGE> 6
SIXTH AMENDMENT AND RESTATEMENT
OF COMPETITIVE ADVANCE
AND REVOLVING CREDIT FACILITY AGREEMENT

SIXTH AMENDMENT AND RESTATEMENT OF COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT dated as of May 31, 1996, is among;

(a) SYSCO CORPORATION, a Delaware corporation (the "Company");

(b) the banks and other financial institutions named under the
caption "Non-Retiring Banks" on the signature pages hereof (the
"Non-Retiring Banks");

(c) the bank named under the caption "New Bank" on the
signature pages hereof (the "New Bank" and together with the
Non-Retiring Banks and each other Person who becomes a Bank pursuant to
Section 9.11, collectively, the "Banks");

(d) the Banks named under the caption "Retiring Banks" on the
signature pages hereof (the "Retiring Banks");

(e) TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national
banking association, as agent for the Banks (in such capacity together
with any other Person who becomes the Agent pursuant to Section 7.06,
the "Agent"); and

(f) CHEMICAL BANK, a New York banking corporation, as auction
administration agent (in such capacity together with any other Person
who becomes the Auction Administration Agent pursuant to Section 7.07,
the "Auction Administration Agent").

PRELIMINARY STATEMENTS

(A) The Company has entered into an agreement dated as of July
27, 1988 with Texas Commerce Bank National Association, as agent, Chemical
Bank, as auction administration agent and the banks named therein, including
certain of the Banks (the "Original 1988 Agreement"). The Original 1988
Agreement has been amended and 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
<PAGE> 7
Revolving Credit Facility Agreement dated as of November 15, 1994 (the Original
1988 Agreement, as so modified and amended being the "1988 Agreement").

(B) The Company has satisfied the requirements of Section 3.01
in connection with the initial Borrowing under the 1988 Agreement. There are,
however, no outstanding loan balances or advances, as of the date hereof, owed
by the Company to any of the Banks or the Retiring Bank pursuant to the 1988
Agreement.

(C) The Company wishes to amend and restate the 1988 Agreement
in order, among other things, to extend the term thereof and to modify certain
of the covenants, as set forth in this Sixth Amendment and Restatement of
Competitive Advance and Revolving Credit Facility Agreement.

The Company has requested the Banks to extend credit to the
Company in order to enable it to borrow on a revolving credit basis on and
after the Effective Date and at any time and from time to time prior to the
Termination Date (each as herein defined) a principal amount not in excess of
$300,000,000 at any time outstanding. The Company has also requested the Banks
to provide a procedure pursuant to which each Bank may, on an uncommitted
basis, bid up to the amount of the Total Commitment on borrowings by the
Company scheduled to mature on or prior to the Termination Date. The Banks are
willing to extend such credit to the Company on the terms and conditions herein
set forth. Accordingly, the Company, the Agents and the Banks agree as
follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

"Acquisition" has the meaning specified in Section 5.02(k).

"Administrative Questionnaire" means an Administrative
Questionnaire in the form of Exhibit G hereto, which each Bank shall
complete and provide to the Agent.

"Affiliate" means, when used with respect to any Person, any
other Person which controls or is controlled by or is under common
control with such Person. As used in this definition, "control" means
the possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of
securities or partnership or ownership interests, by contract or
otherwise).

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<PAGE> 8
"Agent" has the meaning specified in paragraph (e) of the
introduction to this Agreement.

"Agent's Letter" has the meaning specified in Section 2.05(b).

"Agents" means, collectively, the Agent and the Auction
Administration Agent, and "an Agent" or "such Agent" means either of
them as the context requires.

"Agreement" means this Sixth Amendment and Restatement of
Competitive Advance and Revolving Credit Facility Agreement, as the same
may be amended, supplemented or modified from time to time.

"Alternate Base Loan" means any Committed Loan with respect to
which the Company shall have selected an interest rate based on the
Alternate Base Rate in accordance with the provisions of Article II.

"Alternate Base Rate" means, for any date, a rate per annum
(rounded upwards, if not already a whole multiple of 1/16 of 1%, to the
next higher 1/16 of 1%) equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the Base CD Rate in effect on such day plus 1%
or (c) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%. For purposes hereof, the term "Prime Rate" means, as of a
particular date, the prime rate most recently announced by TCB and
thereafter entered in the minutes of TCB's Loan and Discount Committee
(or the prime rate as determined by any other institution that is both a
Bank and the Agent), automatically fluctuating upward and downward with
and at the time specified in each such announcement without special
notice to the Company or any other Person, which prime rate may not
necessarily represent the lowest or best rate actually charged to a
customer. "Base CD Rate" shall mean the sum of (x) the product of (i)
the Three-Month Secondary CD Rate and (ii) Statutory Reserves and (y)
the Assessment Rate. "Three-Month Secondary CD Rate" means, for any
day, the secondary market rate for three-month certificates of deposit
reported as being in effect on such day (or, if such day is not a
Business Day, the next preceding Business Day) by the Board through the
public information telephone line of the Federal Reserve Bank of New
York (which rate will, under the current practices of the Board, be
published in Federal Reserve Statistical Release H.15(519) during the
week following such day), or, if such rate shall not be so reported on
such day or such next preceding Business Day, the arithmetic average of
the secondary market quotations for three-month certificates of deposit
of major money center banks in New York City received at approximately
9:00 a.m., Houston, Texas time, on such day (or, if such day shall not
be a Business Day, on the next preceding Business Day) by the Agent from
three New York City negotiable certificate of deposit dealers of
recognized standing selected by it. "Federal Funds Effective Rate"
means, for any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not

-3-
<PAGE> 9
so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Agent from
three federal funds brokers of recognized standing selected by it. If
for any reason the Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to
ascertain the Base CD Rate or the Federal Funds Effective Rate or both
for any reason, including the inability of the Agent to obtain
sufficient quotations in accordance with the terms hereof, the Alternate
Base Rate shall be determined without regard to clause (b) or (c), or
both, of the first sentence of this definition, as appropriate, until
the circumstances giving rise to such inability no longer exist. Any
change in the Alternate Base Rate due to a change in the Prime Rate, the
Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change in the Prime Rate, the
Three-Month Secondary CD Rate or the Federal Funds Effective Rate,
respectively.

"Anniversary Date" means July 7, 1997 and each July 7 occurring
thereafter during the term of this Agreement.

"Applicable Lending Office" means, with respect to each Bank,
such Bank's Domestic Lending Office in the case of an Alternate Base
Loan or a Fixed Rate Loan and such Bank's Eurodollar Lending Office in
the case of a Eurodollar Loan.

"Asset Purchase Agreement" means that certain Purchase Agreement
dated June 5, 1988 between Staley Continental, Inc. and the Company.

"Assessment Rate" means, for any day, the annual assessment rate
in effect on such day which is payable by a member of the Bank Insurance
Fund classified as well capitalized and within supervisory subgroup "B"
(or a comparable successor assessment risk classification) within the
meaning of 12 C.F.R. Section 327.3(e) (or any successor provision) to
the FDIC for the FDIC insuring time deposits at offices of such
institution in the United States.

"Assignment and Acceptance" has the meaning specified in Section
8.11(c).

"Assurance" when used with respect to any Person means all
obligations of such Person, guaranteeing or in effect guaranteeing in
any manner, whether directly or indirectly, any Indebtedness of any
other Person (the "primary obligor") including, without limitation,
obligations in the form of agreements to purchase such Indebtedness, to
provide funds to the primary obligor for payment thereof, to invest in
the primary obligor or otherwise assure a creditor of the primary
obligor against loss; provided, however, an endorsement of a note, bill
or check presented to a bank for collection or deposit in the ordinary
course of business of such Person shall not constitute an Assurance of
such Person.

"Auction Administration Agent" has the meaning specified in
paragraph (f) of the introduction to this Agreement.

-4-
<PAGE> 10
"Auction Administration Agent's Letter" has the meaning specified
in Section 2.05(c).

"Banks" has the meaning specified in paragraph (c) of the
introduction to this Agreement.

"Base CD Rate" has the meaning specified in the definition of the
term Alternate Base Rate.

"Board" means the Board of Governors of the Federal Reserve
System of the United States.

"Borrowing" means a Competitive Borrowing or a Committed
Borrowing.

"Borrowing Date" means the Business Day upon which the proceeds
of any Borrowing are to be made available to the Company.

"Business Day" means a day when the Agents and each Bank are open
for business, and if the applicable Business Day relates to any
Eurodollar Loan, a day on which dealings are carried on in the
Eurodollar Interbank Market and commercial banks are open for domestic
or international business in London, England, in New York, New York and
in Houston, Texas.

"Capital Lease" means any lease in respect of which the Company's
obligations constitute Capitalized Lease Obligations.

"Capitalized Lease Obligations" means all lease obligations which
shall have been or should be, in accordance with generally accepted
accounting principles consistent with those applied in the preparation
of the consolidated financial statements referred to in Section 4.04,
capitalized on the books of the Company or a Subsidiary.

"Chemical" means Chemical Bank.

"Code" means Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder.

"Commitment" means, with respect to each Bank, the amount set
forth on the signature page hereof for such Bank (or, as to any Person
who becomes a Bank after the Execution Date, on the signature page of
the Assignment and Acceptance executed by such Person), as such amount
may be permanently terminated or reduced from time to time pursuant to
Section 2.06, Section 2.13, Section 2.20 or Section 8.11, and as such
amount may be increased from time to time by assignment or assumption
pursuant to Section 2.13,

-5-
<PAGE> 11
Section 2.20 or Section 8.11. The Commitments shall automatically and
permanently terminate on the Termination Date.

"Committed Borrowing" means a borrowing consisting of concurrent
Committed Loans from each of the Banks distributed ratably among the
Banks in accordance with their respective Commitments.

"Committed Loan" means a Loan by a Bank to the Company pursuant
to Section 2.03, and shall be either a Eurodollar Loan or an Alternate
Base Loan.

"Committed Note" means a promissory note of the Company payable
to the order of each Bank, in substantially the form of Exhibit D-2
hereto, with the blanks appropriately completed, evidencing the
aggregate indebtedness of the Company to such Bank resulting from the
Committed Loans made by such Bank to the Company, together with all
modifications, extensions, renewals and rearrangements thereof.

"Communications" has the meaning specified in Section 8.02.

"Company" has the meaning specified in paragraph (a) of the
introduction to this Agreement.

"Competitive Bid" means an offer by a Bank to make a Competitive
Loan pursuant to Section 2.02.

"Competitive Bid Rate" means, as to any Competitive Bid made by a
Bank pursuant to Section 2.02(b), (i) in the case of a Eurodollar Loan,
the Margin (which will be added to or subtracted from the LIBO Rate),
and (ii) in the case of a Fixed Rate Loan, the fixed rate of interest,
in each case, offered by the Bank making such Competitive Bid.

"Competitive Bid Request" means a request for Competitive Bids
made pursuant to Section 2.02(a) in the form of Exhibit A-1.

"Competitive Borrowing" means a borrowing consisting of a single
Competitive Loan from a Bank or simultaneous Competitive Loans from
each of the Banks, in each case, whose Competitive Bid as all or as a
part of such Borrowing, as the case may be, has been accepted by the
Company under the bidding procedure described in Section 2.02.

"Competitive Loan" means a Loan from a Bank to the Company
pursuant to the bidding procedure described in Section 2.02, and shall
be either a Eurodollar Loan or a Fixed Rate Loan.

"Competitive Note" means a promissory note of the Company payable
to the order of each Bank, in substantially the form of Exhibit D-1
hereto, with the blanks appropriately

-6-
<PAGE> 12
completed, evidencing the aggregate indebtedness of the Company to such
Bank resulting from the Competitive Loans made by such Bank to the
Company, together with all modifications, extensions, renewals and
rearrangements thereof.

"Competitive Reduction" has the meaning specified in Section
2.01.

"Consolidated" refers to the consolidation of the accounts of the
Company and the Subsidiaries in accordance with generally accepted
accounting principles, including principles of consolidation consistent
with those applied in the preparation of the consolidated financial
statements referred to in Section 4.04.

"Consolidated Subsidiary" means any Subsidiary or other entity
the accounts of which, at any time, in accordance with generally
accepted accounting principles, are or are required to be consolidated
with those of the Company in its consolidated financial statements as of
such time.

"Continuing Banks" has the meaning specified in Section 2.20(c).

"Default" means the occurrence of any event which with the giving
of notice or the passage of time or both could become an Event of
Default.

"Disposition" has the meaning specified in Section 5.02(l).

"Dollars" and "dollars" and the symbol "$" mean the lawful
currency of the United States of America.

"Domestic Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "Domestic Lending Office" on such
Bank's signature page to this Agreement or, as to any Person who becomes
a Bank after the Execution Date, on the signature page of the Assignment
and Acceptance executed by such Bank or such other office of such Bank
as such Bank may hereafter designate from time to time as its "Domestic
Lending Office" by notice to the Company and the Agent.

"Effective Date" means the date on which the conditions to
borrowing set forth in Article III are first met.

"Eligible Assignee" means (i) a commercial bank organized under
the laws of the United States, or any state thereof, and having total
assets in excess of $1,000,000,000; (ii) a commercial bank organized
under the laws of any other country which is a member of the OECD, or a
political subdivision of any such country, and having total assets in
excess of $1,000,000,000; provided that such bank is acting through a
branch or agency located in the country in which it is organized or
another country which is also a member of the OECD; and (iii) the
central bank of any country which is a member of the OECD.

-7-
<PAGE> 13
"ERISA" means the United States Employee Retirement Income
Security Act of 1974, as amended from time to time, and the regulations
promulgated thereunder.

"ERISA Affiliate" means any Subsidiary or trade or business
(whether or not incorporated) which is a member of a group of which the
Company is a member and which is under "common control" within the
meaning of Sections 4001(a)(14) or 4001(b)(1) of ERISA.

"Eurocurrency Liabilities" has the meaning assigned to that term
in Regulation D.

"Eurodollar Interbank Market" means the Eurodollar interbank
market selected by the Agent in its sole discretion, acting in good
faith.

"Eurodollar Lending Office" means, with respect to each Bank, the
branches or affiliates of such Bank which such Bank has designated as
its "Eurodollar Lending Office" on such Bank's signature page to this
Agreement or, as to any Person who becomes a Bank after the Execution
Date, on the signature page of the Assignment and Acceptance executed by
such Bank or such other office of such Bank as such Bank may hereafter
designate from time to time as its "Eurodollar Lending Office" by notice
to the Company and the Agent.

"Eurodollar Loan" means any Loan with respect to which the
Company shall have selected an interest rate based on the LIBO Rate in
accordance with the provisions of Article II.

"Event of Default" means any of the events described in Article
VI.

"Execution Date" means the date of execution and delivery of this
Agreement.

"Existing Termination Date" has the meaning specified in Section
2.20(a).

"Extended Termination Date" means the most recent date to which
the Termination Date has been extended pursuant to Section 2.20.

"Facility Fees" has the meaning specified in Section 2.05(a).

"FDIC" means the Federal Deposit Insurance Corporation (or any
successor).

"Federal Funds Effective Rate" has the meaning specified in the
definition of the term Alternate Base Rate.

"Financial Officer" of any Person means its chief financial
officer, principal accounting officer, treasurer or assistant treasurer.

-8-
<PAGE> 14
"Fixed Rate Loan" means any Competitive Loan made by a Bank
pursuant to Section 2.02 based upon an actual percentage rate per annum
offered by such Bank, expressed as a decimal (to no more than four
decimal places), and accepted by the Company.

"Funded Indebtedness" means, as to any Person, all Indebtedness
of such Person which matures or is required to be paid more than one
year from the date of determination thereof or which is renewable or
extendible, at the option of such Person, to a date more than one year
from such date or arises under a revolving credit or similar arrangement
which obligates the lender or lenders to extend credit during a period
of more than one year from such date, excluding, however, all amounts of
Funded Indebtedness required to be paid or prepaid within one year from
the date of the determination.

"Highest Lawful Rate" means, as of a particular date, the maximum
nonusurious interest rate that may under applicable federal and Texas
law then be contracted for, charged or received by the Banks in
connection with the Loans.

"Indebtedness" when used with respect to any Person means,
without duplication, (i) all indebtedness of such Person for borrowed
money (whether by loan or the issuance and sale of debt securities) or
for the deferred purchase price of property or services (including,
without limitation, obligations, contingent or otherwise, in respect of
letters of credit, other than payment letters of credit issued to pay
for the purchase of goods by such Person in the ordinary course of its
business), (ii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of
the seller or lender under such agreement in the event of default are
limited to repossession or sale of such property), (iii) all Capitalized
Lease Obligations, (iv) all Assurances and (v) all Indebtedness referred
to in clause (i), (ii) or (iii) above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or
otherwise to be secured by) any Lien upon or interest in property
(including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable
for the payment of such Indebtedness.

"Interest Payment Date" means, (i) with respect to any Eurodollar
Loan or Alternate Base Loan, the last day of the Interest Period
applicable thereto and, in the case of a Eurodollar Loan with an
Interest Period of six months, the day that would have been the Interest
Payment Date for such Loan had an Interest Period of three months been
applicable to such Loan and (ii) in the case of a Fixed Rate Loan, the
last day of the Interest Period applicable thereto and, in the case of a
Fixed Rate Loan with an Interest Period of more than 90 days, on the
numerically corresponding day which occurs during such Interest Period
every three months from the first day of such Interest Period (or, if
there is no such corresponding day in any such month, the last day).

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<PAGE> 15
"Interest Period" means, with respect to each Loan, the duration
of such Loan and:

(i) as to any Eurodollar Loan, the period commencing on
the date of such Loan and ending on the numerically corresponding
day (or if there is no corresponding day, the last day) in the
calendar month that is one, two, three or six months thereafter,
as the Company may elect;

(ii) as to any Alternate Base Loan, the period
commencing on the date of such Loan and ending 90 days later or,
if earlier, on the Termination Date or the date of prepayment of
such Loan; and

(iii) as to any Fixed Rate Loan, the period commencing on
the date of such Loan and ending on the date specified in the
Competitive Bid in which the offer to make the Fixed Rate Loan
was extended; provided, however, that each such period shall have
a duration of not less than seven calendar days nor more than 360
calendar days;

provided, further, that (x) if any Interest Period would end on a day
which shall not be a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, with respect to
Eurodollar Loans only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day and (y) no Interest Period may be
selected that ends later than the Termination Date. Interest shall
accrue from and including the first day of an Interest Period to but
excluding the last day of such Interest Period.

"LIBO Rate" means the rate (rounded upwards, if not already a
whole multiple of 1/16 of 1%, to the next higher 1/16 of 1%) equal to
the annual rate of interest at which dollar deposits approximately equal
in principal amount to TCB's portion (or the portion of any other
institution that is both a Bank and the Agent) of the Committed
Borrowing of which such Eurodollar Loan forms a part (or, in the case of
a Competitive Loan, a principal amount that would have been TCB's or
such other institution's portion of the Committed Borrowing of which
such Competitive Borrowing forms a part had such Competitive Borrowing
been a Committed Borrowing) and with a maturity equal to the applicable
Interest Period offered in immediately available funds to the principal
office of TCB or such other institution in London, England (or if TCB
does not at the time any such determination is made maintain an office
in London, England, the principal office of any Affiliate of TCB in
London, England), at 11:00 a.m., London time (or as soon thereafter as
practicable), two Business Days before the first day of such Interest
Period. The LIBO Rate for the Interest Period for each Eurodollar Loan
comprising part of the same Borrowing shall be determined by the Agent.

"Lien" when used with respect to any Person, means any mortgage,
lien, charge, pledge, security interest or encumbrance of any kind
(whether voluntary or involuntary,

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<PAGE> 16
affirmative or negative, and whether imposed or created by operation of
law or otherwise) upon, or pledge of, any of its property or assets,
whether now owned or hereafter acquired, or any conditional sale
agreement, Capital Lease or other title retention agreement.

"Loan" means a Competitive Loan, a Committed Loan, a Eurodollar
Loan, a Fixed Rate Loan or an Alternate Base Loan.

"LYONS" means the $377,576,000 principal amount at maturity
Liquid Yield Option Notes due 2004 issued by the Company.

"Maintenance Period" means a period commencing on the first day
of a fiscal year and ending on the first day of the next succeeding
fiscal year.

"Majority Banks" means at any time (a) the Majority Committed
Banks and (b) Banks holding at least 66-2/3% of the then aggregate
unpaid principal amount of the Competitive Loans.

"Majority Committed Banks" means, except as provided in Section
2.20(f), at any time Banks holding at least 66-2/3% of the then
aggregate unpaid principal amount of the Committed Loans or if no
Committed Loans are outstanding, Banks having at least 66-2/3% of the
available Commitments (determined without considering the effect of any
Competitive Reduction).

"Margin" means, as to any Competitive Bid relating to a
Eurodollar Loan, the margin (expressed as a percentage rate per annum in
the form of a decimal to no more than four decimal places) to be added
to or subtracted from the LIBO Rate in order to determine the interest
rate acceptable to such Bank with respect to such Eurodollar Loan.

"Multiemployer Plan" means a Plan which is a multiemployer plan
as defined in Section 4001(a)(3) of ERISA to which the Company or an
ERISA Affiliate is making or accruing or has made or accrued an
obligation to make payments.

"Net Tangible Book Value" means, with respect to any asset of the
Company or any Subsidiary, the net book value of such asset recorded on
the books of the Company or such Subsidiary, as the case may be, in
accordance with generally accepted accounting principles consistently
applied (but in every case, whether or not permitted in accordance with
generally accepted accounting principles, without giving effect to any
write-up relating thereto made after the date of the acquisition of such
asset) after deducting the amount of (i) any reserves applicable thereto
and (ii) all licenses, patents, patent applications, copyrights,
trademarks, trade names, goodwill, experimental or organizational
expense and other like intangibles associated therewith.

-11-
<PAGE> 17
"Net Income" means as to any Person for any period the net income
(or loss) of such Person for such period, determined in accordance with
generally accepted accounting principles consistent with those applied
in the preparation of the consolidated financial statements referred to
in Section 4.04.

"Net Worth" means, with respect to any Person, the excess, if
any, of the assets of such Person over the liabilities of such Person,
each to be determined in accordance with generally accepted accounting
principles consistent with those applied in the preparation of the
consolidated financial statements referred to in Section 4.04.

"New Bank" has the meaning specified in paragraph (c) of the
introduction to this Agreement.

"1988 Agreement" has the meaning specified in paragraph (A) of
the Preliminary Statements.

"Nominee" has the meaning specified in Section 2.20(e).

"Non-Consenting Banks" has the meaning specified in Section
2.20(c).

"Non-Retiring Banks" has the meaning specified in paragraph (b)
of the introduction to this Agreement.

"Note" means a Competitive Note or a Committed Note.

"Notice of Cancellation" is defined in Section 2.20(f).

"Notice of Extension" has the meaning specified in Section
2.20(a).

"OECD" means the Organization for Economic Cooperation and
Development (or any successor).

"Officers' Certificate" means a certificate signed in the name of
the Company by either its Chairman, one of its Vice Chairmen, its
President, one of its Vice Presidents, its Treasurer or its Assistant
Treasurer, and either its Secretary or one of its Assistant Secretaries.

"Operating Lease Obligations" means obligations in respect of any
lease or agreement to lease other than Capitalized Lease Obligations.

"Original 1988 Agreement" has the meaning specified in paragraph
(A) of the Preliminary Statements.

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<PAGE> 18
"Original Termination Date" means July 7, 2001.

"PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to all or any of its functions under ERISA.

"PBGC Plan" means a Plan subject to Title IV of ERISA.

"Person" means an individual, partnership, corporation (including
a business trust), joint stock company, trust, unincorporated
association, joint venture or other entity, or a foreign state or
political subdivision thereof or any agency of such state or
subdivision.

"Plan" means any employee benefit plan within the meaning of
Section 3(3) of ERISA, other than a Multiemployer Plan, maintained by
the Company or an ERISA Affiliate or to which the Company or an ERISA
Affiliate has an obligation to contribute.

"Register" has the meaning specified in Section 8.11(e).

"Regulation D" means Regulation D of the Board, as the same is
from time to time in effect, and all official rulings and
interpretations thereunder or thereof.

"Regulation G" means Regulation G of the Board, as the same is
from time to time in effect, and all official rulings and
interpretations thereunder or thereof.

"Regulation T" means Regulation T of the Board, as the same is
from time to time in effect, and all official rulings and
interpretations thereunder or thereof.

"Regulation U" means Regulation U of the Board, as the same is
from time to time in effect, and all official rulings and
interpretations thereunder or thereof.

"Regulation X" means Regulation X of the Board, as the same is
from time to time in effect, and all official rulings and
interpretations thereunder or thereof.

"Relevant Anniversary Date" has the meaning as specified in
Section 2.20(c).

"Reserve Percentage" of any Bank for the Interest Period for any
Eurodollar Loan, means the reserve percentage applicable during such
Interest Period under regulations issued from time to time by the Board
(or if more than one such percentage shall be so applicable, the daily
average of such percentages for those days in such Interest Period
during which any such percentage shall be so applicable) for determining
the maximum reserve requirement (including, without limitation, any
marginal reserve requirement) for such Bank with respect to liabilities
or assets consisting of or including Eurocurrency Liabilities having a
term equal to such Interest Period.

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<PAGE> 19
"Retiring Banks" has the meaning specified in paragraph (d) of
the introduction to this Agreement.

"S&P" means Standard & Poor's Ratings Group.

"Sale and Lease-back Transaction" means any arrangement, directly
or indirectly, with any Person whereby a seller or a transferor shall
sell or otherwise transfer any real or personal property and then or
thereafter lease (whether pursuant to a Capital Lease or otherwise) or
repurchase under an extended purchase contract, the same or similar
property from the purchaser or the transferee of such property.

"Significant Subsidiary" has the meaning specified in Section
6.01(f).

"Statutory Reserves" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is
the number one minus the aggregate of the maximum reserve percentages
(including, without limitation, any marginal, special, emergency, or
supplemental reserves), expressed as a decimal, established by the Board
and any other banking authority to which any of the Banks is subject
with respect to the Base CD Rate, for new negotiable time deposits in
dollars of over $100,000 with maturities approximately equal to the
applicable Interest Period. Such reserve percentages shall include,
without limitation, those imposed under Regulation D. Statutory
Reserves shall be adjusted automatically on and as of the effective date
of any change in any reserve percentage.

"Subordinated Indebtedness" means the LYONS and other
Indebtedness of the Company subordinated to the Indebtedness of the
Company under this Agreement and the Notes in a manner satisfactory to
the Banks.

"Subsidiary" means any corporation of which at least a majority
of the outstanding shares of stock having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such
corporation (irrespective of whether or not at the time stock of any
other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the
time directly or indirectly owned or controlled by the Company or by one
or more Subsidiaries or by the Company and one or more Subsidiaries.

"Tangible Net Worth" when used with respect to any Person, means
the excess, if any, of the assets of such Person over the liabilities of
such Person, each to be determined in accordance with generally accepted
accounting principles consistent with those applied in the preparation
of the consolidated financial statements referred to in Section 4.04;
provided, however, that for purposes of any such computation of Tangible
Net Worth, "assets" shall not include goodwill (whether representing the
excess of cost over book value of assets acquired or otherwise),
patents, trademarks, trade names, copyrights, franchises, and

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<PAGE> 20
deferred charges (including, without limitation, unamortized debt
discount and expense, organization costs, and research and development
costs), and all other similar assets which could be classified as
intangible assets under generally accepted accounting principles
consistent with those applied in the preparation of the consolidated
financial statements referred to in Section 4.04.

"TCB" means Texas Commerce Bank National Association.

"Termination Date" means, at any time, the Original Termination
Date or an Extended Termination Date, as the case may be, or, in either
case, the earlier date of termination in whole of the Total Commitment
pursuant to Section 2.06 or Section 6.01.

"Termination Event" means (i) a "reportable event" as such term
is described in Section 4043 of ERISA (other than a "reportable event"
not subject to the provision for 30-day notice to the PBGC under
applicable PBGC regulations), or an event described in Section 4068(f)
of ERISA, or (ii) the withdrawal of the Company or any ERISA Affiliate
from a PBGC Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA or the incurrence of
liability by the Company or any ERISA Affiliate under Section 4064 of
ERISA upon the termination of a PBGC Plan, or (iii) the filing of a
notice of intent to terminate a PBGC Plan or the treatment of a PBGC
Plan amendment as a termination under Section 4041 of ERISA, or (iv) the
institution of proceedings to terminate a PBGC Plan by the PBGC under
Section 4042 of ERISA, or (v) any other event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of,
or the appointment of a trustee to administer, any PBGC Plan.

"Three-Month Secondary CD Rate" has the meaning specified in the
definition of the term Alternate Base Rate.

"Total Commitment" means, at any time, the aggregate amount of
the Banks' Commitments, as in effect at such time.

"United States" and "U.S." each means United States of America.

"Wholly-Owned Consolidated Subsidiary" means a Subsidiary, all of
the outstanding capital stock of which, other than directors' qualifying
shares, is at the time owned by the Company, any one or more other
Wholly-Owned Consolidated Subsidiaries, or the Company and any one or
more Wholly-Owned Consolidated Subsidiaries.

"Withdrawal Liability" has the meaning given such term under Part
I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Interpretation. (a) In this Agreement, unless a
clear contrary intention appears:

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<PAGE> 21
(i) the singular number includes the plural number and vice
versa;

(ii) reference to any gender includes each other gender;

(iii) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision;

(iv) reference to any Person includes such Person's successors
and assigns but, if applicable, only if such successors and assigns are
permitted by this Agreement, and reference to a Person in a particular
capacity excludes such Person in any other capacity or individually,
provided that nothing in this clause (iv) is intended to authorize any
assignment not otherwise permitted by this Agreement;

(v) reference to any agreement, document or instrument
including this Agreement means such agreement, document or instrument as
amended, supplemented or modified and in effect from time to time in
accordance with the terms thereof and, if applicable, the terms hereof,
and reference to any Note or any other note includes any note issued
pursuant hereto, in extension or renewal thereof and in substitution or
replacement therefor;

(vi) unless the context indicates otherwise, reference to any
Article, Section, Schedule or Exhibit means such Article or Section
hereof or such Schedule or Exhibit hereto;

(vii) with respect to the determination of any period of time,
the word "from" means "from and including" and the word "to" means "to
but excluding"; and

(viii) reference to any law, rule, regulation or interpretation
means such law, rule, regulation or interpretation as amended, modified,
codified or reenacted, in whole or in part, and in effect from time to
time.

(b) The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.03. Accounting Terms. All accounting terms shall be
construed in accordance with generally accepted accounting principles
consistent with those applied in the preparation of the consolidated financial
statements referred to in Section 4.04.

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<PAGE> 22
ARTICLE II

LOANS

SECTION 2.01. Commitments. Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, each
Bank, severally and not jointly, agrees to make revolving credit loans
("Committed Loans") to the Company, at any time and from time to time on and
after the Effective Date and until the earlier of the Termination Date and the
termination of the Commitment of such Bank in accordance with the terms hereof.
Notwithstanding the foregoing, (a) the aggregate principal amount of all
Committed Loans of a Bank shall not exceed at any time outstanding such Bank's
Commitment and (b) the Total Commitment shall be deemed used from time to time
to the extent of the aggregate principal amount of the Competitive Loans then
outstanding, and such deemed use of the Total Commitment shall be applied to
the Banks ratably according to their respective Commitments (such deemed use of
the Total Commitment being a "Competitive Reduction"), subject, however, to the
conditions that (i) at no time shall (A) the sum of (x) the outstanding
aggregate principal amount of all Committed Loans made by all Banks plus (y)
the outstanding aggregate principal amount of all Competitive Loans made by all
Banks exceed (B) the Total Commitment and (ii) at all times the outstanding
aggregate principal amount of all Committed Loans made by a Bank shall equal
the product of (x) the percentage which its Commitment represents of the Total
Commitment times (y) the outstanding aggregate principal amount of all
Committed Loans made by all Banks.

Within the foregoing limits, the Company may borrow, repay,
prepay and reborrow hereunder, on and after the Effective Date and prior to the
Termination Date, subject to the terms, provisions and limitations set forth
herein.

SECTION 2.02. Competitive Bid Procedure. (a) In order to
request Competitive Bids, the Company shall hand deliver, telecopy to the
Agents a duly completed Competitive Bid Request, to be received by the Agents
(i) in the case of Eurodollar Loans, not later than 9:00 a.m., Houston, Texas
time, five Business Days before the Borrowing Date specified for a proposed
Competitive Borrowing and (ii) in the case of Fixed Rate Loans, not later than
9:00 a.m., Houston, Texas time, one Business Day before the Borrowing Date
specified for a proposed Competitive Borrowing. No Alternate Base Loan shall
be requested in, or, except pursuant to Section 2.11 or Section 2.14, made
pursuant to, a Competitive Bid Request. A Competitive Bid Request that does
not conform substantially to the format of Exhibit A-1 may be rejected at the
Auction Administration Agent's sole discretion, and the Auction Administration
Agent shall promptly notify the Company of such rejection by telecopier. Each
Competitive Bid Request shall in each case refer to this Agreement and specify
(x) whether the Competitive Loans then being requested are to be Eurodollar
Loans or Fixed Rate Loans, (y) the Borrowing Date of such Competitive Loans
(which shall be a Business Day) and the aggregate principal amount thereof
(which shall not be less than $20,000,000 or greater than the unused Total
Commitment on such Borrowing Date and shall be an integral multiple of
$5,000,000), and (z) the Interest Period with respect thereto (which may not
end after the Termination Date). Promptly after its receipt of a Competitive
Bid Request that is not rejected as

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<PAGE> 23
aforesaid, the Auction Administration Agent shall invite by telecopier (in
the form set forth in Exhibit B hereto) the Banks to bid, on the terms and
conditions of this Agreement, to make Competitive Loans pursuant to such
Competitive Bid Request. Notwithstanding the foregoing, the Auction
Administration Agent shall have no obligation to invite any Bank to make a
Competitive Bid pursuant to this Section 2.02(a) until such Bank has delivered
a properly completed Administrative Questionnaire to the Agent.

(b) Each Bank may, in its sole discretion, make one or more
Competitive Bids to the Company responsive to each Competitive Bid Request;
provided, however, a Bank that is a Non-Consenting Bank may not make a
Competitive Bid in response to a Competitive Bid Request that specifies an
Interest Period that ends after the Relevant Anniversary Date. Each
Competitive Bid by a Bank must be received by the Auction Administration Agent
by telecopier, in the form of Exhibit C hereto, (i) in the case of Eurodollar
Loans, not later than 1:00 p.m., Houston, Texas time, four Business Days before
the Borrowing Date specified for a proposed Competitive Borrowing and (ii) in
the case of Fixed Rate Loans, not later than 8:30 a.m., Houston, Texas time, on
the Borrowing Date specified for a proposed Competitive Borrowing. Competitive
Bids that do not conform substantially to the format of Exhibit C may be
rejected by the Auction Administration Agent after conferring with, and upon
the instruction of, the Company, and the Auction Administration Agent shall
notify the Bank of such rejection as soon as practicable. Each Competitive Bid
shall refer to this Agreement and (x) specify the principal amount (which shall
be in a minimum principal amount of $5,000,000 and in an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the Company) of the Competitive Loan that the Bank is
willing to make to the Company, (y) specify the Competitive Bid Rate at which
the Bank is prepared to make the Competitive Loan and (z) confirm the Interest
Period with respect thereto specified by the Company in its Competitive Bid
Request. If any Bank shall elect not to make a Competitive Bid, such Bank
shall so notify the Auction Administration Agent by telecopier (I) in the case
of Eurodollar Loans, not later than 1:00 p.m., Houston, Texas time, four
Business Days before the Borrowing Date specified for a proposed Competitive
Borrowing, and (II) in the case of Fixed Rate Loans, not later than 8:30 a.m.,
Houston, Texas time, on the Borrowing Date specified for a proposed Competitive
Borrowing; provided, however, that failure by any Bank to give such notice
shall not cause such Bank to be obligated to make any Competitive Loan as part
of such Competitive Borrowing. A Competitive Bid submitted by a Bank pursuant
to this paragraph (b) shall be irrevocable.

(c) The Auction Administration Agent shall promptly notify the
Company by telecopier of all the Competitive Bids made, the Competitive Bid
Rate and the principal amount of each Competitive Loan in respect of which a
Competitive Bid was made and the identity of the Bank that made each bid. The
Auction Administration Agent shall send a copy of all Competitive Bids to the
Company for its records as soon as practicable after completion of the bidding
process set forth in this Section 2.02.

(d) The Company may in its sole and absolute discretion,
subject only to the provisions of this Section 2.02(d), accept or reject any
Competitive Bid referred to in paragraph (c)

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<PAGE> 24
above; provided, however, that the aggregate amount of the Competitive Bids so
accepted by the Company may not exceed the principal amount of the Competitive
Borrowing requested by the Company. The Company shall notify the Auction
Administration Agent by telecopier whether and to what extent it has decided to
accept or reject any or all of the bids referred to in paragraph (c) above, (i)
in the case of Eurodollar Loans, not later than 9:00 a.m., Houston, Texas time,
three Business Days before the Borrowing Date specified for a proposed
Competitive Borrowing and (ii) in the case of Fixed Rate Loans, not later than
9:30 a.m., Houston, Texas time, on the Borrowing Date specified for a proposed
Competitive Borrowing; provided, however, that (w) the failure by the Company
to give such notice shall be deemed to be a rejection of all the bids referred
to in paragraph (c) above, (x) the Company shall not accept a bid made at a
particular Competitive Bid Rate if the Company has decided to reject a bid made
at a lower Competitive Bid Rate, (y) if the Company shall accept bids made at a
particular Competitive Bid Rate but shall be restricted by other conditions
hereof from borrowing the principal amount of Competitive Loans in respect of
which bids at such Competitive Bid Rate have been made, then the Company shall
accept a pro rata portion of each bid made at such Competitive Bid Rate based
as nearly as possible on the respective principal amounts of Competitive Loans
for which such bids were made and (z) no bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of $5,000,000 and an integral multiple of $1,000,000. Notwithstanding the
foregoing, if it is necessary for the Company to accept a pro rata allocation
of the bids made in response to a Competitive Bid Request (whether pursuant to
the events specified in clause (y) above or otherwise) and the available
principal amount of Competitive Loans to be allocated among the Banks is not
sufficient to enable Competitive Loans to be allocated to each Bank in a
minimum principal amount of $5,000,000 and in integral multiples of $1,000,000,
then the Company shall select the Banks to be allocated such Competitive Loans
and shall round allocations up or down to the next higher or lower multiple of
$1,000,000 as it shall deem appropriate. A notice given by the Company
pursuant to this paragraph (d) shall be irrevocable.

(e) The Auction Administration Agent shall promptly notify
each bidding Bank whether or not its Competitive Bid has been accepted (and if
so, in what amount and at what Competitive Bid Rate) by telecopier sent by the
Auction Administration Agent, and each successful bidder will thereupon become
bound, subject to the other applicable conditions hereof, to make the
Competitive Loan in respect of which its bid has been accepted. After
completing the notifications referred to in the immediately preceding sentence,
the Auction Administration Agent shall (i) notify the Agent of each Competitive
Bid that has been accepted, the amount thereof and the Competitive Bid Rate
therefor and (ii) notify each Bank of the aggregate principal amount of all
Competitive Bids accepted.

(f) Upon receipt from the Agent of the LIBO Rate applicable to
any Eurodollar Loan to be made by any Bank pursuant to a Competitive Bid that
has been accepted by the Company pursuant to Section 2.02(d), the Auction
Administration Agent shall notify such Bank of (i) the applicable LIBO Rate and
(ii) the sum of the applicable LIBO Rate plus the Margin bid by such Bank.

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(g) No Competitive Borrowing shall be made within five
Business Days of the date of any other Competitive Borrowing, unless the
Company and the Auction Administration Agent shall mutually agree otherwise.

(h) If the Auction Administration Agent shall at any time have
a Commitment hereunder and shall elect to submit a Competitive Bid in its
capacity as a Bank, it shall submit such bid directly to the Company one
quarter of an hour earlier than the latest time at which the other Banks are
required to submit their bids to the Auction Administration Agent pursuant to
paragraph (b) above.

(i) All notices required by this Section 2.02 shall be made in
accordance with Section 8.02.

SECTION 2.03. Committed Borrowing Procedure. In order to effect
a Committed Borrowing, the Company shall give the Agent a written request for a
Committed Borrowing, substantially in the form of Exhibit A-2 hereto (a "Notice
of Committed Borrowing"), (i) in the case of Eurodollar Loans, not later than
11:00 a.m., Houston, Texas time, three Business Days before the Borrowing Date
specified for such proposed Committed Borrowing and (ii) in the case of
Alternate Base Loans, not later than 10:00 a.m., Houston, Texas time, on the
Borrowing Date for such proposed Committed Borrowing. No Fixed Rate Loan shall
be requested or made pursuant to a Notice of Committed Borrowing. Such notice
shall be irrevocable and shall in each case refer to this Agreement and specify
(x) whether the Loans then being requested are to be Eurodollar Loans or
Alternate Base Loans, (y) the Borrowing Date of such Loans (which shall be a
Business Day) and the aggregate amount thereof (which shall not be less than
$20,000,000 and shall be an integral multiple of $5,000,000) and (z) the
Interest Period with respect thereto (which shall not end later than the
Termination Date). If no Interest Period with respect to any Eurodollar Loan
is specified in any such Notice of Committed Borrowing, then in the case of a
Eurodollar Loan, the Company shall be deemed to have selected an Interest
Period of one month's duration. Promptly, and in any event, (i) in the case of
Eurodollar Loans, on the same day the Agent receives a Notice of Committed
Borrowing pursuant to this Section 2.03 with respect thereto and (ii) in the
case of Alternate Base Loans, not later than noon, Houston, Texas time, on the
same day the Agent receives a Notice of Committed Borrowing pursuant to this
Section 2.03 with respect thereto, the Agent shall advise the other Banks of
such Notice of Committed Borrowing and of each Bank's portion of the requested
Committed Borrowing by telecopier. Each Committed Borrowing shall consist of
Loans of the same type made as of the same day and having the same Interest
Period.

SECTION 2.04. Refinancings. The Company may refinance all or
any part of any Loan with a Loan of the same or a different type made pursuant
to Section 2.02 or Section 2.03, subject to the conditions and limitations set
forth herein and elsewhere in this Agreement, including, without limitation,
refinancings of Competitive Loans with Committed Loans and Committed Loans with
Competitive Loans. Any Loan or part thereof so refinanced shall be deemed to
be repaid in accordance with Section 2.08 with the proceeds of a new Borrowing
hereunder and the proceeds of the new Loan, to the extent they do not exceed
the principal amount of the Loan being refinanced,

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shall not be paid by the Banks to the Agent or by the Agent to the Company
pursuant to Section 2.07(c); provided, however, that (i) if the principal
amount extended by a Bank in a refinancing is greater than the principal amount
extended by such Bank in the Borrowing being refinanced, then such Bank shall
pay such difference to the Agent for distribution to the Banks described in
(ii) below, (ii) if the principal amount extended by a Bank in the Borrowing
being refinanced is greater than the principal amount being extended by such
Bank in the refinancing, the Agent shall return the difference to such Bank out
of amounts received pursuant to (i) above, (iii) to the extent any Bank fails
to pay the Agent amounts due from it pursuant to (i) above, any Loan or portion
thereof being refinanced shall not be deemed repaid in accordance with Section
2.08 to the extent of such failure and the Company shall pay such amount to the
Agent pursuant to Section 2.08 and (iv) to the extent the Company fails to pay
to the Agent any amounts due in accordance with Section 2.08 as a result of the
failure of a Bank to pay the Agent any amounts due as described in (iii) above,
the portion of any refinanced Loan deemed not repaid shall be deemed to be
outstanding solely to the Bank which has failed to pay the Agent amounts due
from it pursuant to (i) above to the full extent of such Bank's portion of such
refinanced Loan.

SECTION 2.05. Facility Fees. (a) The Company agrees to pay to
each Bank, through the Agent, on each March 31, June 30, September 30 and
December 31 and on the Termination Date, in immediately available funds, a
facility fee (collectively, the "Facility Fees") on the amount of the
Commitment of such Bank, whether used or unused, during the preceding quarter
(or shorter period ending with the Termination Date) equal to (i) .07 of 1% of
such Commitment at all times while any of the Company's Funded Indebtedness
(excluding Subordinated Indebtedness) is rated AA- or higher by S&P (whether or
not publicly announced), (ii) .09 of 1% of such Commitment at all times while
any of the Company's Funded Indebtedness (excluding Subordinated Indebtedness)
is rated A+, A or A- by S&P (whether or not publicly announced), (iii) .125 of
1% of such Commitment at all times while any of the Company's Funded
Indebtedness (excluding Subordinated Indebtedness) is rated BBB+ or BBB by S&P
(whether or not publicly announced) and (iv) .20 of 1% of such Commitment at
all times while any of the Company's Funded Indebtedness (excluding
Subordinated Indebtedness) is rated BBB- or lower by S&P (whether or not
publicly announced). The Agent shall from time to time determine the rating by
S&P of the Company's Funded Indebtedness (excluding Subordinated Indebtedness),
which determination shall be conclusive and binding for all purposes absent
manifest error, for purposes of determining the rate at which the Facility Fee
will be calculated, and shall promptly notify the Banks of each change in such
rating by S&P. All Facility Fees shall be computed by the Agent on the basis
of the actual number of days elapsed in a year of 360 days, and shall be
conclusive and binding for all purposes, absent manifest error. The Facility
Fee due to each Bank shall commence to accrue on the Execution Date and shall
cease to accrue on the earlier of the Termination Date and the termination of
the Commitment of such Bank as provided herein.

(b) The Company agrees to pay administrative and other fees to
the Agent as provided in that certain letter agreement of even date herewith
between the Company and the Agent (the "Agent's Letter").

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(c) The Company agrees to pay an auction fee to the Auction
Administration Agent with respect to each Competitive Bid requested hereunder
as provided in that certain letter agreement of even date herewith between the
Company and the Auction Administration Agent (the "Auction Administration
Agent's Letter").

(d) Notwithstanding the foregoing, in no event shall any Bank
be permitted to receive any compensation hereunder constituting interest in
excess of the Highest Lawful Rate.

SECTION 2.06. Termination and Reduction of Commitments. (a) The
Company may permanently terminate, or from time to time in part permanently
reduce, the Total Commitment, in each case upon at least ten Business Days'
prior written notice to the Agent (who shall promptly forward a copy thereof to
each Bank and the Auction Administration Agent); provided, however, the Company
may not terminate or partially reduce the Total Commitment at any time to an
amount less than the sum of all Loans then currently outstanding. Such notice
shall specify the date and the amount of the termination or reduction of the
Total Commitment. Each such partial reduction of the Total Commitment shall be
in a minimum aggregate principal amount of $20,000,000 and in an integral
multiple of $5,000,000.

(b) On the Termination Date the Total Commitment shall be
zero.

(c) Each reduction in the Total Commitment pursuant to this
paragraph shall be made ratably among the Banks in accordance with their
respective Commitments. Simultaneously with any termination or reduction of
Commitments pursuant to this paragraph, the Company shall pay to the Agent, for
the accounts of the Banks, the Facility Fees on the amount of the Total
Commitment so terminated or reduced, accrued through the date of such
termination or reduction.

SECTION 2.07. Loans. (a) Each Borrowing made by the Company on
any date shall be (i) in the case of Competitive Loans, in an integral multiple
of $1,000,000 and in a minimum aggregate principal amount of $5,000,000 and
(ii) in the case of Committed Loans, in an integral multiple of $5,000,000 and
in a minimum aggregate principal amount of $20,000,000. Competitive Loans
shall be made by the Banks in accordance with Section 2.02(d), and Committed
Loans shall be made by the Banks ratably in accordance with their respective
Commitments on the Borrowing Date of the Committed Borrowing; provided,
however, that the failure of any Bank to make any Loan shall not in itself
relieve any other Bank of its obligation to lend hereunder. The initial
Competitive Loan and Committed Loan by each Bank shall be made against delivery
to such Bank of an appropriate Competitive Note and Committed Note,
respectively, payable to the order of such Bank, as referred to in Section
2.08.

(b) Each Competitive Loan shall be a Eurodollar Loan or a
Fixed Rate Loan, and each Committed Loan shall be a Eurodollar Loan or an
Alternate Base Loan, as the Company may request subject to and in accordance
with Section 2.02 or Section 2.03, as applicable. Each Bank may at its option
make any Eurodollar Loan by causing a foreign branch or affiliate of such Bank
to make such Loan; provided, however, that any exercise of such option shall
not affect the

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obligation of the Company to repay such Loan in accordance with the terms of
the applicable Note and this Agreement. Loans of more than one interest rate
option may be outstanding at the same time; provided, however, that the Company
shall not be entitled to request any Loan which, if made, would result in an
aggregate of more than twelve separate Borrowings being outstanding hereunder
at any one time. For purposes of the foregoing, Loans having different
Interest Periods, regardless of whether they commence on the same date, shall
be considered separate Loans.

(c) Subject to Section 2.04, each Bank shall make its portion
of each Competitive Borrowing and each Committed Borrowing on the proposed
Borrowing Date thereof by paying the amount required to the Agent in Houston,
Texas in immediately available funds not later than (i) in the case of
Eurodollar Loans, 11:00 a.m., Houston, Texas time, and (ii) in the case of
Alternate Base Loans, 1:00 p.m., Houston, Texas time. On each proposed
Borrowing Date the Agent shall by 2:00 p.m., Houston, Texas time, credit the
amounts so received from the Banks on such date to the general deposit account
of the Company with the Agent or, if Loans are not made on such date because
any condition precedent to a Borrowing herein specified shall not have been
met, return the amounts so received to the respective Banks as soon as
practicable; provided, however, if and to the extent the Agent fails to return
any such amounts to a Bank on the Borrowing Date for such Borrowing, the Agent
shall pay interest on such unreturned amounts, for each day from such Borrowing
Date to the date such amounts are returned to such Bank, at the Federal Funds
Effective Rate.

SECTION 2.08. Notes. The Competitive Loans made by each Bank
shall be evidenced by a single Competitive Note, payable to the order of such
Bank in a principal amount equal to the Total Commitment. The Committed Loans
made by each Bank shall be evidenced by a single Committed Note payable to the
order of such Bank in a principal amount equal to the Commitment of such Bank.
The outstanding principal balance of each Competitive Loan and Committed Loan,
as evidenced by the relevant Note, shall be payable on the last day of the
Interest Period applicable to such Loan. Each Note shall bear interest from
the date thereof on the outstanding principal balance thereof as set forth in
Section 2.09 and Section 2.10. Each Bank shall, and is hereby authorized by
the Company to, endorse on the schedule attached to the relevant Note held by
such Bank (or on a continuation of such schedule attached to each such Note and
made a part thereof) or in its records relating to such Note an appropriate
notation evidencing the date and amount of each Competitive Loan or Committed
Loan, as applicable, of such Bank, each payment or prepayment of principal of
any Competitive Loan or Committed Loan, as applicable, and the other
information provided for on such schedule. The aggregate unpaid principal
amount so recorded shall be presumptive evidence of the principal amount owing
by the Company to a Bank and unpaid under the Note of such Bank. The failure
of any Bank to make such a notation or any error therein shall not in any
manner affect the obligation of the Company to repay the Competitive Loans or
Committed Loans, as applicable, made by such Bank in accordance with the terms
of the relevant Note.

SECTION 2.09. Interest on Loans. (a) Subject to the provisions
of Section 2.10, each Eurodollar Loan shall bear interest at a rate per annum
(computed on the basis of the actual number

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of days elapsed over a year of 360 days) equal to the lesser of (i) the
Highest Lawful Rate and (ii) the LIBO Rate for the Interest Period in effect
for such Loan (A) plus or minus, as the case may be, in the case of each
Competitive Loan, the Margin specified by a Bank with respect to such Loan in
its Competitive Bid submitted pursuant to Section 2.02(b) and (B) plus, in the
case of each Committed Loan, (1) .15 of 1% per annum at all times while any of
the Company's Funded Indebtedness (excluding Subordinated Indebtedness) is
rated AA- or higher by S&P (whether or not publicly announced), (2) .17 of 1%
per annum at all times while any of the Company's Funded Indebtedness
(excluding Subordinated Indebtedness) is rated A+, A or A- by S&P (whether or
not publicly announced, (3) .20 of 1% per annum at all times while any of the
Company's Funded Indebtedness (excluding Subordinated Indebtedness) is rated
BBB+ or BBB by S&P (whether or not publicly announced) and (4) .275 of 1% per
annum at all times while any of the Company's Funded Indebtedness (excluding
Subordinated Indebtedness) is rated BBB- or lower by S&P (whether or not
publicly announced). Interest on each Eurodollar Loan shall be payable on each
Interest Payment Date applicable thereto. The applicable LIBO Rate for each
Interest Period shall be determined by the Agent, and such determination shall
be conclusive absent manifest error. In addition, the Agent shall from time to
time determine the rating by S&P of the Company's Funded Indebtedness
(excluding Subordinated Indebtedness), which determination shall be conclusive
and binding for all purposes absent manifest error, for purposes of determining
the applicable rate to be added from time to time to the LIBO Rate pursuant to
Section 2.09(a)(ii)(B) for each Committed Loan constituting a Eurodollar Loan,
and shall promptly notify the Banks of each change in such rating by S&P.

(b) Subject to the provisions of Section 2.10, each Alternate
Base Loan shall bear interest at the rate per annum equal to the lesser of (i)
the Highest Lawful Rate and (ii) the Alternate Base Rate (if the Alternate Base
Rate is based on the Prime Rate, computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be; if the
Alternate Base Rate is based on the Base CD Rate or the Federal Funds Effective
Rate, computed on the basis of the actual number of days elapsed over a year of
360 days). Interest on each Alternate Base Loan shall be payable on each
Interest Payment Date applicable thereto. The applicable Alternate Base Rate
during each Interest Period shall be determined by the Agent, and such
determination shall be conclusive absent manifest error.

(c) Subject to the provisions of Section 2.10, each Fixed Rate
Loan shall bear interest at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 360 days) equal to the fixed rate
of interest offered by the Bank making such Loan and accepted by the Company
pursuant to Section 2.02. Interest on each Fixed Rate Loan shall be payable on
each Interest Payment Date applicable thereto.

(d) The Company shall pay to the Agent for the account of each
Bank that has made a Eurodollar Loan to the Company, so long as such Bank shall
be required under regulations of the Board to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities,
additional interest on the unpaid principal amount of each such Eurodollar Loan
of such Bank, from the date of such Loan until such principal amount is paid in
full, at an interest rate per annum equal at all times during the Interest
Period for such Loan to the remainder

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obtained by subtracting (i) the LIBO Rate for such Interest Period from (ii)
the rate obtained by dividing such LIBO Rate referred to in clause (i) above by
that percentage equal to 100% minus the Reserve Percentage of such Bank for
such Interest Period, payable on the earlier to occur of the next Interest
Payment Date applicable to such Loan or five calendar days after written demand
therefor is received by the Company; provided, however, in no event shall any
Bank be permitted to receive interest hereunder in excess of the Highest Lawful
Rate. Such additional interest shall be determined by such Bank as incurred,
and shall be payable upon notification thereof by such Bank to the Company
through the Agent. Each determination by a Bank of additional interest under
this Section 2.09(d) shall be conclusive and binding for all purposes in the
absence of manifest error.

SECTION 2.10. Interest on Overdue Amounts. If the Company shall
default in the payment of the principal of or interest on any Loan or any other
amount becoming due hereunder, the Company shall on demand from time to time
pay interest, to the extent permitted by law, on such defaulted amount up to
(but not including) the date of actual payment (after as well as before
judgment) at a rate per annum equal to the lesser of (i) the Highest Lawful
Rate and (ii) the Alternate Base Rate plus 2% per annum (if the Alternate Base
Rate is based on the Prime Rate, computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be; if the
Alternate Base Rate is based on the Base CD Rate or the Federal Funds Effective
Rate, computed on the basis of the actual number of days elapsed over a year of
360 days).

SECTION 2.11. Alternate Rate of Interest. In the event, and on
each occasion, that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Loan, the Agent shall have determined that
dollar deposits in the amount of the requested principal amount of such
Eurodollar Loan are not generally available in the Eurodollar Interbank Market,
or that dollar deposits of such Eurodollar Loan are not generally available in
the Eurodollar Interbank Market for the requested Interest Period, or that the
rate at which such dollar deposits are being offered will not adequately and
fairly reflect the cost to any Bank of making or maintaining such Eurodollar
Loan during such Interest Period, or that reasonable means do not exist for
ascertaining the LIBO Rate, the Agent shall, as soon as practicable thereafter,
give written notice of such determination to the Company, the Auction
Administration Agent and the Banks. In the event of any such determination,
any request by the Company for a Eurodollar Loan shall, until the circumstances
giving rise to such notice no longer exist, be deemed to be a request for an
Alternate Base Loan. Each determination by the Agent hereunder shall be
conclusive absent manifest error.

SECTION 2.12. Prepayment of Loans. (a) Prior to the Termination
Date, the Company shall have the right at any time to prepay any Committed
Borrowing, in whole or in part, subject to the requirements of Section 2.15 but
otherwise without premium or penalty, upon at least five Business Days' prior
written notice to the Agent; provided, however, that each such partial
prepayment shall be in an integral multiple of $5,000,000 and in a minimum
aggregate principal amount of $20,000,000. Each notice of prepayment shall
specify the prepayment date and the aggregate principal amount of each
Borrowing to be prepaid, shall be irrevocable and shall commit the Company to
prepay such Borrowing by the amount stated therein. The Company shall not have
the right to prepay any Competitive Borrowing.

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(b) All prepayments under this Section 2.12 shall be
accompanied by accrued interest on the principal amount being prepaid to the
date of prepayment.

SECTION 2.13. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision herein, if after the date of this Agreement
any change in applicable law or regulation or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof (whether or not having the force of
law) (i) shall change the basis of taxation of payments to any Bank of the
principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such
Bank or any other fees or amounts payable hereunder (other than (x) taxes
imposed on the overall net income of such Bank by the jurisdiction in which
such Bank has its principal office or by any political subdivision or taxing
authority therein (or any tax which is enacted or adopted by such jurisdiction,
political subdivision or taxing authority as a direct substitute for any such
taxes) or (y) any tax, assessment, or other governmental charge that would not
have been imposed but for the failure of any Bank to comply with any
certification, information, documentation, or other reporting requirement),
(ii) shall impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of, or
credit extended by, such Bank (without duplication of any amounts paid pursuant
to Section 2.09(d)), or (iii) shall impose on such Bank or the Eurodollar
Interbank Market any other condition affecting this Agreement or any Eurodollar
Loan or Fixed Rate Loan made by such Bank, and the result of any of the
foregoing shall be to increase the cost to such Bank of maintaining its
Commitment or of making or maintaining any Eurodollar Loan or Fixed Rate Loan
or to reduce the amount of any sum received or receivable by such Bank
hereunder (whether of principal, interest or otherwise) in respect thereof by
an amount deemed in good faith by such Bank to be material, then the Company
shall pay to the Agent for the account of such Bank such additional amount or
amounts as will compensate such Bank for such increase or reduction to such
Bank upon demand by such Bank (through the Agent). Notwithstanding the
foregoing, in no event shall any Bank be permitted to receive any compensation
hereunder constituting interest in excess of the Highest Lawful Rate.

(b) If, after the date of this Agreement, any Bank shall have
determined in good faith that the adoption of any applicable law, rule,
regulation or guideline regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or any lending office of
such Bank) with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency (including the capital adequacy guidelines under consideration as of the
date of this Agreement by the Board and the Comptroller of the Currency), has
or would have the effect of reducing the rate of return on such Bank's capital
as a consequence of its obligations hereunder to a level below that which such
Bank could have achieved but for such adoption, change or compliance (taking
into consideration such Bank's policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, then from time to time, the Company
shall pay to the Agent for the account of such Bank such additional amount or
amounts as will compensate such Bank for such reduction upon demand by such
Bank (through the Agent).

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<PAGE> 32
Notwithstanding the foregoing, in no event shall any Bank be permitted to
receive any compensation hereunder constituting interest in excess of the
Highest Lawful Rate.

(c) A certificate of a Bank setting forth in reasonable detail
(i) such amount or amounts as shall be necessary to compensate such Bank (or
participating banks or other entities pursuant to Section 8.11) as specified in
paragraph (a) or (b) above, as the case may be, and (ii) the calculation of
such amount or amounts under clause (a)(i), shall be delivered to the Company
(with a copy to the Agent) promptly after such Bank determines it is entitled
to compensation under this Section 2.13, and shall be conclusive absent
manifest error. The Company shall pay to the Agent for the account of such
Bank the amount shown as due on any such certificate within 30 days after its
receipt of the same.

(d) Failure on the part of any Bank to demand compensation for
any increased costs or reduction in amounts received or receivable or reduction
in return on capital with respect to any Interest Period shall not constitute a
waiver of such Bank's rights to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return on capital
with respect to such Interest Period or any other Interest Period. The
protection of this Section 2.13 shall be available to each Bank regardless of
any possible contention of invalidity or inapplicability of the law, regulation
or condition which shall have been imposed.

(e) In the event any Bank shall seek compensation pursuant to
this Section 2.13, the Company may give notice to such Bank (with copies to the
Agents) that it wishes to seek one or more Eligible Assignees (which may be one
or more of the Banks, but which may not be a Person who would be entitled at
such time to claim compensation pursuant to Section 2.13 if such Person were a
Bank under this Agreement) to assume the Commitment of such Bank and to
purchase its outstanding Loans and Notes. Each Bank requesting compensation
pursuant to this Section 2.13 agrees to sell its Commitment, Loans, Notes and
interest in this Agreement pursuant to Section 8.11(c) to any such Eligible
Assignee for an amount equal to the sum of the outstanding unpaid principal of
and accrued interest on such Loans and Notes plus all other fees and amounts
(including, without limitation, any compensation claimed by such Bank under
this Section 2.13 and as to which such Bank has delivered the certificate
required by Section 2.13(c) on or before the date such Commitment, Loans and
Notes are purchased) due such Bank hereunder calculated, in each case, to the
date such Commitment, Loans, Notes and interest are purchased, whereupon such
Bank shall have no further Commitment or other obligation to the Company
hereunder or under any Note.

SECTION 2.14. Change in Legality. (a) Notwithstanding anything
to the contrary herein contained, if any change in any law or regulation or in
the interpretation thereof by any governmental authority charged with the
administration or interpretation thereof shall make it unlawful for any Bank to
make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby, then, by written notice to the Company and to the Agents,
such Bank may:

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<PAGE> 33
(i) declare that Eurodollar Loans will not thereafter be made
by such Bank hereunder, whereupon the Company shall be prohibited from
requesting Eurodollar Loans from such Bank hereunder unless such
declaration is subsequently withdrawn; and

(ii) require that all outstanding Eurodollar Loans made by it
be converted to Alternate Base Loans, in which event (A) all such
Eurodollar Loans shall be automatically converted to Alternate Base
Loans as of the effective date of such notice as provided in paragraph
(b) below and (B) all payments and prepayments of principal which would
otherwise have been applied to repay the converted Eurodollar Loans
shall instead be applied to repay the Alternate Base Loans resulting
from the conversion of such Eurodollar Loans.

(b) For purposes of this Section 2.14, a notice to the Company
(with a copy to the Agent) by any Bank pursuant to paragraph (a) above shall be
effective on the date of receipt thereof by the Company.

SECTION 2.15. Indemnity. The Company shall indemnify each Bank
against any loss or reasonable expense which such Bank may sustain or incur as
a consequence of (u) any failure by the Company to fulfill on the date of any
Borrowing hereunder the applicable conditions set forth in Article III, (v) any
failure by the Company to borrow hereunder after a Notice of Committed
Borrowing pursuant to Article II has been given or after Competitive Bids have
been accepted, (w) any payment, prepayment or conversion of a Eurodollar Loan
or Fixed Rate Loan required by any other provision of this Agreement or
otherwise made on a date other than the last day of the applicable Interest
Period, (x) any default in the payment or prepayment of the principal amount of
any Loan or any part thereof or interest accrued thereon, as and when due and
payable (at the due date thereof, by notice of prepayment or otherwise), (y)
the consent by some Banks but not all of the Banks to the extension of any
Termination Date and the determination by the Company not to deliver a Notice
of Cancellation with respect to such extension pursuant to Section 2.20(f) or
(z) the occurrence of any Event of Default. The indemnity of the Company
pursuant to the immediately preceding sentence shall include, but not be
limited to, any loss or reasonable expense sustained or incurred or to be
sustained or incurred in liquidating or employing deposits from third parties
acquired to effect or maintain such Loan or any part thereof as a Eurodollar
Loan or Fixed Rate Loan. Such loss or reasonable expense shall include,
without limitation, an amount equal to the excess, if any, as reasonably
determined by each Bank of (i) its cost of obtaining the funds for the Loan
being paid, prepaid or converted or not borrowed (based on the LIBO Rate or, in
the case of a Fixed Rate Loan, the fixed rate of interest applicable thereto)
for the period from the date of such payment, prepayment or conversion or
failure to borrow to the last day of the Interest Period for such Loan (or, in
the case of a failure to borrow, the Interest Period for the Loan which would
have commenced on the date of such failure to borrow) over (ii) the amount of
interest (as reasonably determined by such Bank) that would be realized by such
Bank in reemploying the funds so paid, prepaid or converted or not borrowed for
such period or Interest Period, as the case may be. A certificate of each Bank
setting forth any amount or amounts which such Bank is entitled to receive
pursuant to this Section 2.15 shall be delivered to the Company (with a copy to
the Agent) and shall be conclusive, if made in good faith, absent manifest
error. The Company shall pay to the Agent for

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the account of each Bank the amount shown as due on any certificate within 30
days after its receipt of the same. Notwithstanding the foregoing, in no event
shall any Bank be permitted to receive any compensation hereunder constituting
interest in excess of the Highest Lawful Rate. Without prejudice to the
survival of any other obligations of the Company hereunder, the obligations of
the Company under this Section 2.15 shall survive the termination of this
Agreement and/or the payment or assignment of any of the Notes.

SECTION 2.16. Pro Rata Treatment. Except as permitted under
Section 2.13(c) and Section 2.15 with respect to interest or pursuant to
Section 2.20, (i) each payment or prepayment of principal and each payment of
interest with respect to a Competitive Borrowing (at a particular Competitive
Bid Rate) or a Committed Borrowing shall be made pro rata among the Banks in
accordance with the respective principal amounts of the Loans extended by each
Bank, if any, with respect to such Competitive Borrowing or Committed
Borrowing, and (ii) refinancings of Committed Loans with Committed Loans of any
type, refinancings of Competitive Loans with Committed Loans, and Committed
Loans which are not refinancings of other Loans shall be made pro rata among
the Banks in accordance with their respective Commitments.

SECTION 2.17. Sharing of Setoffs. Each Bank agrees that if it
shall, through the exercise of a right of banker's lien, setoff or counterclaim
against the Company (pursuant to Section 8.06 or otherwise), including, but not
limited to, a secured claim under Section 506 of Title 11 of the United States
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Bank under any applicable bankruptcy, insolvency or
other similar law or otherwise, obtain payment (voluntary or involuntary) in
respect of the Committed Note held by it (other than pursuant to Section 2.13,
Section 2.15 or Section 2.20) as a result of which the unpaid principal portion
of the Committed Note held by it shall be proportionately less than the unpaid
principal portion of the Committed Note held by any other Bank, it shall be
deemed to have simultaneously purchased from such other Bank a participation in
the Committed Note held by such other Bank, so that the aggregate unpaid
principal amount of the Committed Note and participations in Committed Notes
held by each Bank shall be in the same proportion to the aggregate unpaid
principal amount of all Committed Notes then outstanding as the principal
amount of the Committed Note held by it prior to such exercise of banker's
lien, setoff or counterclaim was to the principal amount of all Committed Notes
outstanding prior to such exercise of banker's lien, setoff or counterclaim;
provided, however, that if any such purchase or purchases or adjustments shall
be made pursuant to this Section 2.17 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Company expressly consents to the
foregoing arrangements and agrees that any Bank holding a participation in a
Committed Note deemed to have been so purchased may exercise any and all rights
of banker's lien, setoff or counterclaim with respect to any and all moneys
owing by the Company to such Bank as fully as if such Bank had made a Committed
Loan directly to the Company in the amount of such participation.

SECTION 2.18. Payments. (a) The Company shall make each payment
hereunder and under any instrument delivered hereunder not later than 11:00
a.m. (Houston, Texas time) on

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the day when due in dollars to the Agent at its address referred to in Section
8.02 for the account of the Banks, in federal or other immediately available
funds. The Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest on Committed Loans (other than
pursuant to Section 2.13, Section 2.15 and Section 2.20) or Facility Fees
ratably to the Banks and like funds relating to the payment of any other amount
(including, without limitation, payments of principal or interest on
Competitive Loans and payments made to a Non-Consenting Bank pursuant to
Section 2.20 which are not made ratably to the Banks) payable to any Bank to
such Bank for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement.

(b) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or Facility Fee, as
the case may be; provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Loans to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.

(c) Unless the Agent shall have received notice from the
Company prior to the date on which any payment is due to the Banks hereunder
that the Company will not make such payment in full, the Agent may assume that
the Company has made such payment in full to the Agent on such date and the
Agent may, in reliance upon such assumption, cause to be distributed to each
Bank on such due date an amount equal to the amount then due such Bank. If and
to the extent the Company shall not have so made such payment in full to the
Agent, each Bank shall repay to the Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each day from the
date such amount is distributed to such Bank until the date such Bank repays
such amount to the Agent, at the Federal Funds Effective Rate.

(d) Except as expressly provided in Section 2.19, all payments
(whether of principal, interest, fees, reimbursements or otherwise) by the
Company under this Agreement shall be made without setoff or counterclaim and
shall be made free and clear of and without deduction for any present or future
tax, levy, impost or any other charge, if any, of any nature whatsoever now or
hereafter imposed by any taxing authority. Except as otherwise provided in
Section 2.19, if the making of such payments by the Company is prohibited by
law unless such a tax, levy, impost or other charge is deducted or withheld
therefrom, the Company shall pay to the Agent, on the date of each such
payment, such additional amounts (without duplication of any other amounts
required to be paid by the Company pursuant to Section 2.13) as may be
necessary in order that the net amounts received by the Banks after such
deduction or withholding shall equal the amounts which would have been received
if such deduction or withholding were not required. The Company shall confirm
that all applicable taxes, if any, imposed on this Agreement or transactions
hereunder shall have been properly and legally paid by it to the appropriate
taxing authorities by sending official tax receipts or notarized copies of such
receipts to the Agent within 30 days after payment of any applicable tax.

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SECTION 2.19. Tax Forms. With respect to each Bank which is
organized under the laws of a jurisdiction outside the United States, on the
date of the initial Borrowing hereunder, and from time to time thereafter if
requested by the Company or the Agent, each such Bank shall provide the Agent
and the Company with the forms prescribed by the Internal Revenue Service of
the United States certifying as to such Bank's status for purposes of
determining exemption from United States withholding taxes with respect to all
payments to be made to such Bank hereunder or other documents satisfactory to
the Company and the Agent indicating that all payments to be made to such Bank
hereunder are subject to such tax at a rate reduced by an applicable tax
treaty. Unless the Company and the Agent have received such forms or such
documents indicating that payments hereunder are not subject to United States
withholding tax or are subject to such tax at a rate reduced by an applicable
tax treaty, the Company or the Agent shall withhold taxes from such payments at
the applicable statutory rate in the case of payments to or for any Bank
organized under the laws of a jurisdiction outside the United States.

SECTION 2.20. Extensions of Termination Date; Removal of Banks.
(a) The Company may, by written notice to the Agent (a "Notice of Extension")
given not less than 60 nor more than 90 days prior to each Anniversary Date,
advise the Banks that it requests an extension of the then effective
Termination Date (the "Existing Termination Date") by twelve calendar months,
effective on the Relevant Anniversary Date. The Agent will promptly, and in
any event within five Business Days of the receipt of each Notice of Extension,
notify the Banks and the Auction Administration Agent of the contents of each
such Notice of Extension.

(b) Each Notice of Extension shall (i) except as provided in
Section 2.20(f), be irrevocable and (ii) constitute a representation by the
Company that (A) neither any Event of Default nor any Default has occurred and
is continuing and (B) the representations and warranties contained in Article
IV are correct on and as of the Relevant Anniversary Date, as though made on
and as of such date; provided, however, that for purposes of this clause (B),
Schedules II and III, as used in Sections 4.02 and 4.05, respectively, shall be
deemed to include any supplements to such Schedules delivered to the Agent and
the Banks by the Company prior to such Relevant Anniversary Date.

(c) In the event that a Notice of Extension is given to the
Agent as provided in Section 2.20(a) and the Agent notifies a Bank of the
contents thereof, such Bank shall on or before the thirtieth day next preceding
the then relevant Anniversary Date (the "Relevant Anniversary Date") advise the
Agent in writing whether or not such Bank consents to the extension requested
thereby and if any Bank fails to so advise the Agent, such Bank shall be deemed
to have consented to such extension (all Banks that have expressly or
implicitly consented to such extension being collectively the "Continuing
Banks"), and the Termination Date for the Notes held by, and the Commitments
of, the Continuing Banks shall be automatically extended twelve calendar months
past the Existing Termination Date, effective on the date that occurs 15 days
prior to the Relevant Anniversary Date; provided, however, that neither the
Termination Date for the Notes held by, nor the Commitments of, those Banks
which shall not have consented to such extension ("Non-Consenting Banks")
shall be affected and, provided further, that if the Company delivers a Notice
of Cancellation with respect to any Notice of Extension in accordance with
Section 2.20(f), the

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Termination Date for the Notes held by, and the Commitment of, each Bank shall
be the same as if such Notice of Extension had never been given. The Agent
shall promptly notify the Company, the Auction Administration Agent and all of
the Banks of each written notice of consent given or deemed given pursuant to
this Section 2.20(c).

(d) In the event an extension of the Termination Date is
consented to by some Banks but not all of the Banks as provided in Section
2.20(c) and unless the Company shall deliver a Notice of Cancellation with
respect to such extension pursuant to Section 2.20(f), the Continuing Banks, or
any of them, shall have the right (but not the obligation) to assume all or any
portion of the Non-Consenting Banks' Commitments by giving written notice to
the Company, the Agent and the Auction Administration Agent of their election
to do so on or before the twentieth day next preceding the Relevant Anniversary
Date, which notice shall be irrevocable and shall constitute an undertaking to
(i) assume, as of the close of business on the Relevant Anniversary Date, all
or such portion of the Commitments of the Non-Consenting Banks, as the case
may be, and (ii) purchase (without recourse) from the Non-Consenting Banks, at
the close of business on the Relevant Anniversary Date, all Loans outstanding
on the Relevant Anniversary Date that correspond to the portion of the
Commitments to be so assumed at a price equal to the unpaid principal amount of
such Loans plus all accrued and unpaid interest thereon. Such Commitments, or
portion thereof, to be assumed by Continuing Banks shall be allocated among
those Continuing Banks who have so elected to assume the same pro rata in
accordance with the respective Commitments of such Continuing Banks as of the
date of the Relevant Anniversary Date (provided, however, in no event shall a
Continuing Bank be required to assume an amount or portion of the Commitments
of the Non-Consenting Banks in excess of the amount which such Continuing Bank
agreed to assume pursuant to the immediately preceding sentence) or on such
other basis as such Continuing Banks shall mutually agree so long as,
immediately following such allocation, the Commitment of any Bank does not
constitute more than 30% of the Total Commitment. The Agent shall promptly
notify the Company, the Auction Administration Agent and the other Continuing
Banks in the event it receives any notice from a Continuing Bank pursuant to
this Section 2.20(d).

(e) In the event that the Continuing Banks shall not elect as
provided in Section 2.20(d) to assume all of the Non-Consenting Banks'
Commitments, the Company may designate, by written notice to the Agents and the
Continuing Banks given on or before the tenth day next preceding the Relevant
Anniversary Date, one or more Eligible Assignees not a party to this Agreement
(individually a "Nominee" and collectively the "Nominees") to assume all or any
portion of the Non-Consenting Banks' Commitments not to be assumed by the
Continuing Banks and to purchase (without recourse) from the Non-Consenting
Banks all Loans outstanding at the close of business on the Relevant
Anniversary Date that correspond to the portion of the Commitments to be so
assumed at a price equal to the unpaid principal amount of such Loans plus all
accrued and unpaid interest thereon. No such designation of any Nominee shall
be effective for any purpose hereof unless not later than four Business Days
prior to the Relevant Anniversary Date, the Agent shall have received approval
of such Nominee, together with the portion of the Total Commitment to be
assumed by it, from Continuing Banks representing at least 66-2/3% of the
aggregate Commitments of all Continuing Banks (which approval shall not be
unreasonably withheld). Each

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assumption and purchase under this Section 2.20(e) shall be effective as of
the close of business on the Relevant Anniversary Date when each of the
following conditions has been satisfied in a manner satisfactory to the Agent:

(i) each Nominee and the Non-Consenting Banks have executed an
Assignment and Acceptance pursuant to which such Nominee shall (A)
assume in writing its share of the obligations of the Non-Consenting
Banks hereunder, including, but not limited to, its share of the
Commitments of the Non-Consenting Banks and (B) agree to be bound as a
Bank by the terms of this Agreement; and

(ii) each Nominee shall have completed and delivered to the
Agent an Administrative Questionnaire.

(f) In the event that the Continuing Banks shall not elect as
provided in Section 2.20(d) to assume all of the Non-Consenting Banks'
Commitments and the Company shall not have effectively designated one or more
Eligible Assignees to assume the Commitments of and purchase the Loans of the
Non-Consenting Banks as contemplated by Section 2.20(e), the Company shall, at
its option, either (i) revoke and cancel its Notice of Extension by giving
written notice of such revocation and cancellation to the Agents and the Banks
at least three Business Days prior to the Relevant Anniversary Date or (ii)
prepay in full on the Relevant Anniversary Date the unassumed portion of the
Notes held by all Non-Consenting Banks, together with all other sums due to the
Non-Consenting Banks hereunder, in which event the unassumed Commitments of the
Non-Consenting Banks shall terminate and the Total Commitment shall be
permanently reduced by a corresponding amount. Notwithstanding the foregoing,
in the event any Non-Consenting Bank is the holder of any Competitive Loan with
an Interest Period which ends after the Relevant Anniversary Date and such
Non-Consenting Bank notifies the Company and the Agents not later than one
Business Day prior to the Relevant Anniversary Date that such Non-Consenting
Bank does not wish to have its Competitive Loans prepaid, the Company shall (i)
prepay in full on the Relevant Anniversary Date the Committed Notes held by
such Non-Consenting Bank, together with all other sums due to such
Non-Consenting Bank hereunder to the Relevant Anniversary Date, in which event
the unused portion of the Commitment of such Non-Consenting Bank (including
that portion of the Commitment evidenced by any Committed Loans so prepaid)
shall terminate and the Total Commitment shall be permanently reduced by a
corresponding amount (provided, however, a Non-Consenting Bank that has elected
not to have its Competitive Loans prepaid shall not be deemed to have any
Commitment solely for the purpose of determining the Majority Committed Banks);
and (ii) repay at the end of the Interest Period for each Competitive Loan held
by such Non-Consenting Bank, together with all other sums due to such Non-
Consenting Bank hereunder, in which event the Commitment of such Non-Consenting
Bank utilized by the Competitive Loan so repaid shall terminate and the Total
Commitment shall be permanently reduced by an amount equal to the principal
amount of the Competitive Loan so repaid. Each notice of revocation and
cancellation given by the Company pursuant to this Section 2.20(f) (a "Notice
of Cancellation") shall be irrevocable.

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(g) In the event an extension of the Termination Date is
consented to by some but not all of the Banks and the Company does not deliver
a Notice of Cancellation with respect to such extension in accordance with
Section 2.20(f), the Company shall, at least two Business Days prior to the
Relevant Anniversary Date, execute and deliver to the Agent, for the account of
the Nominees in exchange for the Notes held by the Non-Consenting Banks,
appropriate replacement Notes in the forms of Exhibit D-1 and D-2 hereto dated
the same date as such Notes and with all blanks appropriately filled.

ARTICLE III

CONDITIONS OF LENDING

SECTION 3.01. Conditions Precedent to Initial Borrowing under
the 1988 Agreement. The obligation of each Bank to make its initial Loan under
the 1988 Agreement is subject to the condition precedent that the Agent shall
have received on or before that initial Borrowing Date the following, each
dated (unless otherwise indicated) such day and (except for the Notes described
in Section 3.01(a)) in sufficient copies for each Bank:

(a) The Notes of the Company appropriately dated and properly
executed by the Company to the order of the Banks, respectively.

(b) An Officers' Certificate certifying, inter alia, (i) true
and correct copies of resolutions adopted by the Board of Directors of
the Company authorizing the Company to borrow and effect other
transactions hereunder, (ii) the incumbency and specimen signatures of
the Persons executing any documents on behalf of the Company, (iii) the
truth of the representations and warranties made by the Company in this
Agreement, (iv) the absence of the occurrence and continuance of any
Default or Event of Default, and (v) the consummation of the
transactions contemplated by the Asset Purchase Agreement.

(c) Contemporaneously with the funding of the initial Loans,
the transactions contemplated by the Asset Purchase Agreement shall be
duly consummated substantially in the manner provided therein, and the
Agent shall have received a copy of each agreement, certificate, opinion
of counsel or other writing delivered by each party under the Asset
Purchase Agreement in connection with the closing thereunder.

(d) The written opinion of Messrs. Arnall Golden & Gregory,
counsel to the Company, addressed to the Agent, the Auction
Administration Agent and the Banks substantially in the form set out in
Exhibit E-1, along with the written opinion of Mr. Michael C. Nichols,
General Counsel of the Company, also addressed to the Agent, the Auction
Administration Agent and the Banks, regarding, among other matters,
matters of Texas law, substantially in the form set out in Exhibit E-2.

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(e) The written opinion of Messrs. Andrews & Kurth, counsel
for the Agent and the Banks, addressed to the Agent, the Auction
Administration Agent and the Banks substantially in the form set out in
Exhibit F.

SECTION 3.02. Condition Precedent to Initial Borrowing under
this Agreement. The obligation of each Bank to make its initial Loan under
this Agreement is subject to the condition precedent that the Agent shall have
received on or before the initial Borrowing Date hereunder, a Committed Note
and a Competitive Note for each Bank dated as of even date herewith, properly
executed by the Company and payable to the order of such Bank.

SECTION 3.03. Conditions Precedent to Each Committed Borrowing.
The obligation of each Bank to make a Committed Loan on the occasion of any
Committed Borrowing (including the initial Committed Borrowing under this
Agreement) shall be subject to the further conditions precedent that on the
date of such Committed Borrowing (a) the following statements shall be true
(and each of the giving of the applicable Notice of Committed Borrowing and the
acceptance by the Company of the proceeds of such Committed Borrowing shall
constitute a representation and warranty by the Company that on the date of
such Committed Borrowing such statements are true):

(i) The representations and warranties contained in Article IV
are correct on and as of the date of such Committed Borrowing, before
and after giving effect to such Committed Borrowing and to the
application of the proceeds therefrom, as though made on and as of such
date; provided, however, that the representations and warranties set
forth in the last sentence of Section 4.04(b) and in Section 4.09 need
not be correct on and as of the date of such Committed Borrowing if,
after giving effect to such Committed Borrowing, the aggregate
outstanding principal amount of the Committed Loans of each Bank would
be equal to or less than the aggregate outstanding principal amount of
the Committed Loans of such Bank immediately prior to such Committed
Borrowing and, provided further, that for purposes of this clause (i)
Schedules II and III, as used in Sections 4.02 and 4.05, respectively,
shall be deemed to include any supplements to such Schedules delivered
to the Agent and the Banks by the Company prior to the date of such
Committed Borrowing;

(ii) No event has occurred and is continuing, or would result
from such Committed Borrowing or from the application of the proceeds
therefrom, which constitutes either a Default or an Event of Default;
and

(iii) Following the making of such Committed Borrowing and all
other Borrowings to be made on the same day under this Agreement, the
aggregate principal amount of all Loans then outstanding shall not
exceed the Total Commitment;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Bank through the Agent may reasonably request.

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SECTION 3.04. Conditions Precedent to Each Competitive
Borrowing. The obligation of each Bank which is to make a Competitive Loan on
the occasion of a Competitive Borrowing (including the initial Competitive
Borrowing under this Agreement) to make such Competitive Loan as part of such
Competitive Borrowing is subject to the further conditions precedent that (a)
the Agents shall have received a Competitive Bid Request with respect thereto,
and (b) on the date of such Competitive Borrowing (i) the following statements
shall be true (and each of the giving of the applicable Competitive Bid Request
and the acceptance by the Company of the proceeds of such Competitive Borrowing
shall constitute a representation and warranty by the Company that on the date
of such Competitive Borrowing such statements are true):

(1) The representations and warranties contained in Article IV
are correct on and as of the date of such Competitive Borrowing, before
and after giving effect to such Competitive Borrowing and to the
application of the proceeds therefrom, as though made on and as of such
date; provided, however, that for purposes of this clause (1) Schedules
II and III, as used in Sections 4.02 and 4.05, respectively, shall be
deemed to include any supplements to such Schedules delivered to the
Agent and the Banks by the Company prior to the date of such Competitive
Borrowing;

(2) No event has occurred and is continuing, or would result
from such Competitive Borrowing or from the application of the proceeds
therefrom, which constitutes either a Default or an Event of Default;
and

(3) Following the making of such Competitive Borrowing and all
other Borrowings to be made on the same day under this Agreement, the
aggregate principal amount of all Loans then outstanding shall not
exceed the Total Commitment;

and (ii) the Agent shall have received such other approvals, opinions or
documents as any Bank through the Agent may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Agents and the Banks
as follows:

SECTION 4.01. Organization and Qualification. The Company and
each Subsidiary (a) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, (b) is
qualified to do business in all jurisdictions in which the nature of the
business conducted by it makes such qualification necessary and where the
failure to be so qualified either individually or collectively with all such
other failures to be so qualified would materially and adversely affect the
business, properties, operations or condition, financial or otherwise, of the
Company and the Consolidated Subsidiaries taken as a whole or the ability of
the

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Company to perform its obligations under this Agreement and the Notes, and (c)
has all requisite corporate power to own or lease its properties, conduct its
business as now being conducted and, in the case of the Company, to execute and
deliver, and to perform its obligations under, this Agreement and the Notes.

SECTION 4.02. Subsidiaries. Set forth on Schedule II is a
complete and accurate list of all Subsidiaries showing (as to each such
Subsidiary) the jurisdiction of its incorporation and the jurisdictions in
which it is qualified as a foreign corporation on the date hereof. All the
outstanding capital stock of each Subsidiary has been validly issued, is fully
paid and nonassessable and is owned, directly or indirectly, by the Company
free and clear of all Liens.

SECTION 4.03. Approvals. No authorization, consent, approval,
license or exemption of, or filing or registration with, any court or
governmental department, commission, board, bureau, agency or instrumentality,
is or will be necessary for the valid execution, delivery or performance by the
Company of this Agreement or the Notes or for the legality, validity or
effectiveness of this Agreement or the Notes.

SECTION 4.04. Financial Statements. (a) The consolidated
balance sheets position of the Company and the Subsidiaries as at June 28, 1986
and June 27, 1987, and the related consolidated statements of cash flows,
results of operations and shareholders' equity, including in each case the
footnotes thereto, for each of the two fiscal years then ended, certified by
Touche Ross & Co., copies of which have been delivered to the Agent and the
Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial condition of the Company and the
Subsidiaries as at such dates and the results of the operations and changes in
financial position for the periods ended on such dates.

(b) The unaudited consolidated balance sheets of the Company
and the Subsidiaries as of March 26, 1988 and March 28, 1987 and the related
unaudited consolidated statements of income and changes in financial position
for each of the quarterly accounting periods then ended, a copy of which has
been delivered to each of the Banks, fairly present, in conformity with
generally accepted accounting principles applied on a basis consistent with the
financial statements referred to in paragraph (a) of this Section 4.04, the
consolidated financial position of the Company and the Subsidiaries as of such
dates and their consolidated results of operations and changes in financial
position for such periods (subject to normal year-end adjustments). There has
been no material adverse change in such operations or financial conditions
since March 26, 1988.

SECTION 4.05. No Material Contingent Liabilities. Each
Assurance and each obligation in respect of a letter of credit (unless such
letter of credit is a payment letter of credit issued to pay for the purchase
by the Company or a Subsidiary of goods in the ordinary course of such Person's
business) is listed in the consolidated financial statements referred to in
Section 4.04, in the most recently delivered consolidated financial statements
delivered pursuant to Section 5.01(i) or on Schedule III, other than any such
Assurance or obligation which together with all such other Assurances and
obligations does not exceed 1% of Net Worth. Neither the Company nor any

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Subsidiary has any contingent liability which either individually or
collectively with all such other contingent liabilities would have a material
adverse effect upon the Company and the Consolidated Subsidiaries taken as a
whole or upon the ability of the Company to perform its obligations under this
Agreement and the Notes.

SECTION 4.06. Authorization; No Conflicts. The execution,
delivery and performance by the Company of this Agreement and the Notes have
been duly authorized by all necessary corporate action and do not and will not
(i) violate any provision of the charter or bylaws of the Company or of any
law, rule or regulation (including, without limitation, Regulation X), (ii)
result in any violation of any order, writ, judgment, injunction, decree,
determination or award applicable to the Company or any Subsidiary, (iii)
result in a breach of, or constitute a default under, any indenture or loan or
credit agreement or any other agreement, lease or instrument to which the
Company or any Subsidiary is a party or by which it or its properties may be
bound or affected, other than defaults under any such other agreements, leases
or instruments which either individually or collectively with all such other
defaults could not reasonably be expected to have a material adverse effect
upon the business, properties, operations or conditions, financial or
otherwise, of the Company and the Consolidated Subsidiaries taken as a whole or
upon the ability of the Company to perform its obligations under this Agreement
and the Notes or (iv) result in, or require, the creation or imposition of, any
Lien of any nature upon or with respect to any of the properties now owned or
hereafter acquired by the Company or any Subsidiary.

SECTION 4.07. Binding Effect. This Agreement and the Notes
constitute legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms.

SECTION 4.08. Burdensome Restrictions. Neither the Company nor
any Subsidiary is (a) subject to any charter, bylaw or corporate restriction or
(b) a party to, or in default under, any indenture, loan or credit agreement or
any lease or other agreement or instrument which either individually or
collectively with all such other restrictions and defaults could have a
material adverse effect on the business, properties, operations or condition,
financial or otherwise, of the Company and the Consolidated Subsidiaries taken
as a whole, or on the ability of the Company to carry out its obligations under
this Agreement and the Notes.

SECTION 4.09. Litigation. There are no actions, suits or
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company or any Subsidiary or the properties of the Company or any
Subsidiary before any federal, state or municipal court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, which, if determined adversely to the Company or such Subsidiary,
either individually or collectively with all such other actions, suits and
proceedings, would have a material adverse effect on the business, properties,
operations or conditions, financial or otherwise, of the Company and the
Consolidated Subsidiaries taken as a whole or on the ability of the Company to
perform its obligations under this Agreement and the Notes.

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SECTION 4.10. Margin Stock; Use of Proceeds. Neither the
Company nor any Subsidiary is engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System). No part
of the proceeds of any Borrowing will be used, directly or indirectly, to
purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock or for the purpose of
purchasing or carrying or trading in any securities under such circumstances as
to involve the Company or any Bank in a violation of Regulation G, T, U or X.
The Company will use the proceeds of the initial Borrowing solely to purchase
assets from Staley Continental, Inc. as provided in the Asset Purchase
Agreement and will use the proceeds of all subsequent Borrowings to refinance
the initial Borrowing and for general corporate purposes.

SECTION 4.11. Compliance with Law. Neither the Company nor any
Subsidiary is: (x) in default with respect to any order, writ, injunction or
decree of any court to which it is a named party; or (y) in default under any
law, rule, regulation, ordinance or order relating to its business, the
sanctions and penalties resulting from which defaults described in clauses (x)
and (y) would, if imposed and carried out, either individually or collectively
with all such other sanctions and penalties, have a material adverse effect on
the business, properties, operations or condition, financial or otherwise, of
the Company and the Consolidated Subsidiaries taken as a whole or on the
ability of the Company to perform its obligations under this Agreement and the
Notes.

SECTION 4.12. Franchises, Patents, Trademarks and Other Rights.
The Company and each Subsidiary have all franchises, permits, licenses,
patents, trademarks, service marks, trade names, copyrights and other authority
(collectively, the "Operating Rights") as are necessary to enable them to carry
on their respective businesses as now being conducted and as proposed to be
conducted, and none of them is in default under any of the Operating Rights
which are material to the business, properties, operations or condition,
financial or otherwise, of the Company and its Consolidated Subsidiaries taken
as a whole, and none of the Operating Rights conflict with the rights of other
Persons, which conflict would have a material adverse effect on the business,
properties, operations or condition, financial or otherwise, of the Company and
the Subsidiaries, taken as a whole, or on the ability of the Company to perform
its obligations under this Agreement and the Notes.

SECTION 4.13. Disclosure. Neither the financial statements
referred to in Section 4.04, nor this Agreement, nor the Company's Annual
Report for the years ended July 2, 1983, June 30, 1984, June 29, 1985, June 28,
1986 and June 27, 1987, nor its Annual Report on Form 10-K for the years ended
July 2, 1983, June 30, 1984, June 29, 1985, June 28, 1986 and June 27, 1987,
nor any other written statement or document furnished to the Agent and the
Banks by or on behalf of the Company in connection with this Agreement, taken
together, contain any untrue statement of a material fact or omit a material
fact necessary to make the statements contained therein or herein not
misleading in light of the circumstances under which they were made. There is
no fact known, or which, after due inquiry would be known, by the Company which
the Company has not disclosed to the Banks in writing which has a material
adverse effect on or, so far as the Company can now reasonably foresee, might
have a material adverse effect on the business, property, operations or

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condition, financial or otherwise, of the Company and the Consolidated
Subsidiaries taken as a whole or on the ability of the Company to perform its
obligations under this Agreement and the Notes.

SECTION 4.14. Taxes. (a) The Company and each Subsidiary have
filed all tax returns (federal, state and local) required to be filed by them.
All taxes, assessments, fees and other governmental charges upon the Company or
any Subsidiary, or upon any of their respective properties, income or
franchises, which are due and payable, have been paid timely or within
appropriate extension periods or contested in good faith by appropriate
proceedings. The Company knows of no proposed additional tax assessment
against it or any Subsidiary nor of any basis for any such assessment which
either individually or collectively would have a material adverse effect on the
business, properties, operations or condition, financial or otherwise, of the
Company and the Consolidated Subsidiaries taken as a whole or on the ability of
the Company to perform its obligations under this Agreement and the Notes.

(b) The federal income tax liabilities, if any, have been
finally determined by the Internal Revenue Service and satisfied for all
taxable years (i) with respect to the Company, through its 1980 fiscal year,
(ii) with respect to Mid-Central/Sysco Food Services, Inc., through its 1983
fiscal year, and (iii) with respect to all other Subsidiaries, through each
such Subsidiary's 1985 fiscal year. The charges, accruals and reserves in
respect of taxes on the books of the Company and the Subsidiaries are adequate
on a Consolidated basis for all open years and for the current fiscal period.

SECTION 4.15. Securities Exchange Act. No part of the proceeds
of any Borrowing will be used, directly or indirectly, to acquire any security
(within the meaning of the Securities Exchange Act of 1934, as amended) in any
transaction subject to Section 13 or 14 of the Securities Exchange Act of 1934,
as amended.

SECTION 4.16. Investment Company Act. Neither the Company nor
any Subsidiary is, or is directly or indirectly controlled by or acting on
behalf of any Person which is, an "investment company," as such term is defined
in the Investment Company Act of 1940, as amended.

SECTION 4.17. Public Utility Holding Company Act. Neither the
Company nor any Subsidiary is a "holding company," or an "affiliate" of a
"holding company" or a "subsidiary company" of a "holding company," within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION 4.18. ERISA. (a) No Termination Event has occurred or,
except as set forth in Schedule IV, is reasonably expected to occur with
respect to any PBGC Plan.

(b) Schedule B (Actuarial Information) to the 1986 annual
report (Form 5500 Series) with respect to each PBGC Plan, copies of which have
been filed with the Internal Revenue Service and furnished to the Agent, is
complete and accurate in all material respects and fairly

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presents the funding status and financial condition of such PBGC Plan as of the
date of such report, and no material liability to the PBGC has been incurred or
is expected to be incurred by the Company or any ERISA Affiliate with respect
to a PBGC Plan.

(c) Neither the Company nor any ERISA Affiliate has incurred,
or is reasonably expected to incur, any Withdrawal Liability to any
Multiemployer Plan which would exceed in the aggregate 2% of Net Worth.

(d) Neither the Company nor any ERISA Affiliate has received
any notification that any Multiemployer Plan is in reorganization or has been
terminated, within the meaning of Title IV of ERISA, and no Multiemployer Plan
is reasonably expected to be in reorganization or to be terminated within the
meaning of Title IV of ERISA.

(e) Each Plan is in compliance in all material respects with
the presently applicable provisions of ERISA and the Code.

(f) Neither the Company nor any ERISA Affiliate has engaged in
any "prohibited transaction" within the meaning of Section 4975 of the Code or
Section 406 of ERISA such that a material liability might be incurred by the
Company or any ERISA Affiliate and the consummation of the transactions
contemplated by this Agreement will not constitute such a prohibited
transaction.

ARTICLE V

COVENANTS

SECTION 5.01. Affirmative Covenants. So long as any Note shall
remain unpaid or any Bank shall have any Commitment hereunder, the Company
shall, unless the Majority Banks shall otherwise consent in writing:

(a) Payment of Taxes, Etc. Pay and discharge, and cause each
of its Subsidiaries to pay and discharge, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges or
levies imposed upon it or upon its property, including leaseholds to the
extent required by the terms of the related lease, (ii) all lawful
claims which, if unpaid, might by law become a Lien upon its property,
and (iii) all recording fees and taxes related to any instrument filed
or recorded in respect of its property; provided, however, that neither
the Company nor any Subsidiary shall be required to pay or discharge any
such tax, assessment, charge or claim which is being contested in good
faith by proper proceedings and for which adequate reserves are
maintained.

(b) Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each Subsidiary to preserve and maintain, its
corporate existence, rights (charter and statutory), franchises and
privileges in the jurisdiction of its incorporation, and qualify and

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remain qualified, as a foreign corporation in each jurisdiction in which
such qualification is necessary in view of its business and operations
or ownership or leasing of its properties; provided, however, that
nothing herein shall prevent any sale, merger or consolidation permitted
by Section 5.02(k) and, provided further, that the Company shall not be
required to preserve the corporate existence of any of its Subsidiaries
or any right or franchise if the board of directors of the Company shall
determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company or such Subsidiary and that the
loss thereof is not disadvantageous in any material respect to the
Banks.

(c) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, with the requirements of all applicable laws,
rules, regulations and orders, non-compliance with which could have a
material adverse effect upon the business, operations, property or
condition, financial or otherwise, of the Company and the Consolidated
Subsidiaries taken as a whole or on the ability of the Company to
perform its obligations under this Agreement and the Notes; provided,
however, that nothing contained in this subsection (c) shall prevent the
Company or any of its Subsidiaries from contesting, in good faith and by
appropriate proceedings, the interpretation or application of any such
laws, rules, regulations or orders, so long as non-compliance could not
be expected to have a material adverse effect upon the business,
properties, operations or condition, financial or otherwise, of the
Company and the Consolidated Subsidiaries taken as a whole or on the
ability of the Company to perform its obligations under this Agreement
and the Notes and so long as adequate reserves are being maintained.

(d) Visitation Rights. Permit the Agent or any Bank or any
agents or representatives thereof from time to time (upon five days'
notice unless a Default or an Event of Default has occurred and is
continuing) to examine and make copies of and abstracts from the records
and books of account of, and to visit the properties of, the Company and
the Subsidiaries, and to discuss the affairs, finances and accounts of
the Company and the Subsidiaries with any of their respective directors,
officers, accountants or agents.

(e) Keeping of Books. Keep, and cause each Subsidiary to
keep, in accordance with generally accepted accounting principles,
adequate books of record and account in which full and correct entries
shall be made of all financial transactions and the assets and business
of the Company or such Subsidiary, as the case may be.

(f) Maintenance of Properties, Etc. Maintain and preserve,
and cause each Subsidiary to maintain and preserve, all of its
properties which are used or useful in the conduct of its business in
good working order and condition, ordinary wear and tear excepted, all
as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly conducted at all
times.

(g) Maintenance of Insurance. Maintain, and cause each
Subsidiary to maintain, insurance with responsible, reputable and
solvent insurance companies or associations (or

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as to workers' compensation or similar insurance, with an insurance fund
or by self-insurance authorized by the jurisdiction of its
incorporation) in such amounts and covering such risks as are usually
insured against by corporations of established reputation engaged in the
same or similar businesses and similarly situated, including, without
limitation, workers' compensation or similar insurance, insurance
against loss by fire or damage and public liability insurance; provided,
however, the Company and any Subsidiary may, in lieu of maintaining such
insurance against losses by fire or damage and public liability
insurance, maintain a self-insurance program with respect to such losses
and liabilities. Any such program of self-insurance maintained by the
Company or any Subsidiary shall be of a type with reserves that are
appropriate, prudent and customary for corporations of similar size
engaged in the same or similar business and owning or operating similar
properties.

(h) Compliance with Terms of All Leaseholds. Make all
payments and otherwise perform, and cause each Subsidiary to make all
payments and otherwise perform, its obligations in respect of all
leaseholds (except (i) when the amount or validity of such payment or
other obligations are being contested in good faith and by appropriate
proceedings, but only to the extent the failure to pay or perform is
permitted during such contest under the terms of the applicable leases
and do not create the risk of termination or cancellation thereof or
(ii) so long as such non-payment or nonperformance could not reasonably
be expected to have a material adverse effect upon the business,
properties, operations or condition, financial or otherwise, of the
Company and the Consolidated Subsidiaries taken as a whole or on the
ability of the Company to perform its obligations under this Agreement
and the Notes), and use its best efforts, and cause such Subsidiary to
use its best efforts, to keep, and to take all action to keep, the
leases relating to such leaseholds in full force and effect and not
allow such leases to lapse or be terminated or any rights to renew such
leases to be forfeited or cancelled other than in the ordinary course of
business.

(i) Financial Information. The Company will deliver to the
Banks:

(i) As soon as available, and in any event within 120
days after the end of each fiscal year, (i) a copy of the annual
audit report of the Company for such fiscal year containing a
Consolidated statement of financial position and Consolidated
statements of cash flows, results of operations and shareholders'
equity for such year of the Company and the Consolidated
Subsidiaries, audited and certified by independent certified
public accountants of recognized standing; (ii) a report of such
certified public accountants stating that, in making the
examination necessary for expressing an opinion on such financial
statements, nothing came to their attention that caused them to
believe that there is in existence or has occurred any Event of
Default hereunder, or, to the extent the occurrence thereof is
ascertainable by accountants in the course of normal audit
procedures, any Default or, if such accountants shall have
obtained knowledge of any such Default or Event of Default, they
shall disclose in such report the nature thereof and the length
of time

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it has existed; and (iii) an Officers' Certificate of the Company
(A) setting forth, in sufficient detail, the information and
computations demonstrating whether the Company was in compliance
with Section 5.02(c) during such fiscal year and as at the end of
such fiscal year and (B) stating that there exists no Event of
Default or Default, or, if any such Event of Default or Default
exists, stating the nature thereof, the period of existence
thereof and what action the Company has taken and proposes to
take with respect thereto;

(ii) As soon as available, and in any event within 60
days after the end of each of the first three quarterly
accounting periods in each fiscal year, (i) the Consolidated
statement of financial position and Consolidated statements of
cash flow and results of operations for the periods beginning on
the first day of such fiscal year and the first day of such
quarterly accounting period and ending on the date of such
balance sheet, setting forth in comparative form the
corresponding Consolidated figures for the corresponding periods
of the preceding fiscal year, all in reasonable detail, certified
by a Financial Officer of the Company as having been prepared in
accordance with generally accepted accounting principles
consistently applied throughout the period involved (except for
such changes as are disclosed in such financial statements or in
the notes thereto and concurred in by independent certified
public accountants) and (ii) an Officers' Certificate of the
Company (A) setting forth, in sufficient detail, the information
and computations demonstrating whether the Company was in
compliance with Section 5.02(c) during the periods covered by the
financial reports then being furnished and as of the end of such
periods and (B) stating that there exists no Event of Default or
Default, or, if any such Event of Default or Default exists,
stating the nature thereof, the period of existence thereof and
what action the Company has taken and proposes to take with
respect thereto;

(iii) The Company will furnish to the Agent (i) if
requested by any Bank through the Agent, promptly after the
filing thereof with the Internal Revenue Service copies of each
Schedule B (Actuarial Information) to the annual report (Form
5500 Series) with respect to each PBGC Plan; (ii) promptly after
becoming aware of the occurrence of any material Termination
Event in connection with any PBGC Plan, a written notice signed
by the President or Financial Officer of the Company specifying
the nature thereof and any action the Company or appropriate
ERISA Affiliate proposes to take with respect thereto; (iii)
promptly and in any event within five Business Days after receipt
thereof by the Company or any of its ERISA Affiliates from the
PBGC, copies of each notice received by the Company or any such
ERISA Affiliate of the PBGC's intention to terminate any PBGC
Plan or to have a trustee appointed under Section 4042(b) of
ERISA to administer any PBGC Plan; (iv) promptly a written notice
in the event there is either a failure of the Company or an ERISA
Affiliate to comply with the minimum funding requirements of
Section 412 of the Code or Section 302 of ERISA or an application
for a waiver from either or both of such standards is requested
or received by the Company or an

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<PAGE> 50
ERISA Affiliate with respect to a PBGC Plan and in either event
the failure to comply or the application or grant of waiver is
with respect to a material amount; and (v) promptly and in any
event within five Business Days after receipt thereof by the
Company or any ERISA Affiliate from a Multiemployer Plan sponsor,
a copy of each notice received by the Company or any ERISA
Affiliate concerning the imposition and the amount of withdrawal
liability upon the Company or an ERISA Affiliate by a
Multiemployer Plan pursuant to Section 4202 of ERISA. The
Company will comply in all material respects with all applicable
provisions of ERISA, the violation of which would, in the
reasonable judgment of the Majority Banks, give rise to a
material liability of the Company, and notice of which violation
has been given by the Agent to the Company. For purposes of this
Section 5.01(i)(iii), an obligation or liability shall be
considered material if it equals or exceeds $2,000,000;

(iv) Promptly after the request therefor such additional
financial or other information as any Bank may reasonably request
from time to time;

(v) Promptly, and in any case within five Business
Days, after any officer of the Company obtains knowledge of an
Event of Default or Default, an Officers' Certificate specifying
the nature of such Event of Default or Default, the period of
existence thereof, and what action the Company has taken and
proposes to take with respect thereto;

(vi) Within ten Business Days after the Company obtains
knowledge thereof, notice of any litigation or governmental
proceeding pending against the Company or any Subsidiary which,
individually or in the aggregate, might materially adversely
affect the business, operations or condition, financial or
otherwise, of the Company and the Consolidated Subsidiaries taken
as a whole or the ability of the Company to perform its
obligations under this Agreement or the Notes;

(vii) As soon as available, copies of such financial
statements, notices, reports and proxy statements as the Company
shall furnish to its stockholders; copies of all registration
statements (other than registration statements covering employee
benefit, stock option or similar plans) and periodic reports
which the Company may file with the Securities and Exchange
Commission, and any other similar or successor agency of the
federal government administering the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, or the
Trust Indenture Act of 1939, as amended; and copies of all
reports relating to the Company or its securities which the
Company may file with any securities exchange on which any of the
Company's securities may be registered; and

(viii) As soon as reasonably possible after it is
available, a copy of each other report submitted to the Company
by any Person and prepared by independent accountants retained by
the Company or any Consolidated Subsidiary in connection

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with any interim or special audit made by them of the books of
the Company or any Subsidiary.

Each Bank is hereby authorized to provide a copy of any financial
statements delivered to it hereunder and all other information relating to the
Company furnished to such Bank hereunder by or on behalf of the Company to any
banking supervisory authority requesting the same.

SECTION 5.02. Negative Covenants. So long as any Note shall
remain unpaid or any Bank shall have any Commitment hereunder, the Company will
not, without the written consent of the Majority Banks:

(a) Negative Pledge. Create, incur, assume or suffer to
exist, or permit any Subsidiary to create, incur, assume or suffer to
exist, any Lien upon or with respect to any of its properties, whether
now owned or hereafter acquired, except that the foregoing restrictions
shall not apply to the following:

(i) the Liens existing on the date hereof and listed on
Schedule V, or if not so listed, secure obligations which do not
exceed 20% of Net Worth;

(ii) Liens for taxes, assessments or governmental
charges or levies to the extent not past due or the validity of
which is being contested in good faith by proper proceedings and
for which adequate reserves have been established;

(iii) Liens imposed by law, such as materialmen's,
mechanics', carriers', workmen's, repairmen's liens, landlord's
liens and other similar Liens arising in the ordinary course of
business securing obligations which are not overdue or the
validity of which is being contested in good faith by proper
proceedings and for which adequate reserves have been
established;

(iv) pledges or deposits to secure obligations under
workmen's compensation laws or similar legislation or to secure
public or statutory obligations of the Company or any of its
Subsidiaries;

(v) Liens upon, and defects of title to, real or
personal property, including any attachment of such real or
personal property or other legal process prior to adjudication of
a dispute upon the merits and adverse judgment on appeal provided
(A) the validity thereof is being contested in good faith by
proper proceedings, and for which adequate reserves have been
established and (B) levy and execution thereon has been stayed;

(vi) Liens on real or personal property existing thereon
at the time of acquisition thereof (including acquisition by
merger or consolidation); provided, however, the Indebtedness
secured by such Lien shall not exceed the fair market

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<PAGE> 52
value of the property to which such Lien relates and no such Lien
shall extend to cover any property other than the property being
acquired;

(vii) purchase money Liens on property hereafter acquired
or constructed which are created prior to, at the time of, or
within 180 days after such acquisition (or, in the case of
property being constructed, the completion of such construction
and commencement of full operation of such property, whichever is
later) to secure Indebtedness incurred solely for the purpose of
financing the acquisition or construction of all or any part of
the property being acquired or constructed; provided, however,
that in each case the Indebtedness secured by such Lien shall not
exceed the lesser of the purchase or construction price of such
property or the fair market value of such property and no such
Lien shall extend to or cover any property other than the
property being acquired or constructed;

(viii) Liens on property of the Company or a Subsidiary in
favor of the United States of America or any political
subdivision thereof or in favor of any other country or political
subdivision thereof to secure certain payments pursuant to any
contract or statute or to secure any Indebtedness incurred or
guaranteed for the purpose of financing all or any part of the
purchase price (or, in the case of real property, the cost of
construction) of the assets subject to such liens, including, but
not limited to, liens incurred in connection with pollution
control, industrial revenue or similar bond financing;

(ix) Liens existing on the property of a corporation at
the time such corporation becomes a Consolidated Subsidiary, or
at the time substantially all of the assets of such corporation
are acquired or leased by the Company or a Consolidated
Subsidiary; provided, however, that in each case the Indebtedness
secured by such Lien shall not exceed the lesser of the purchase
or construction price of such property or the fair market value
of such property and no such Lien shall extend to or cover any
property other than the property being acquired or constructed;

(x) Liens on the property of a Consolidated Subsidiary
to secure Indebtedness owing to the Company or to one or more
Wholly-Owned Consolidated Subsidiaries;

(xi) a Lien on the Company's headquarters building
located at 1390 Enclave Parkway, Houston, Texas to secure
Indebtedness in an aggregate principal amount not exceeding
$25,000,000;

(xii) pledges, deposits, performance bonds or similar
Liens arising in the ordinary course of business in connection
with bids, tenders, contracts and leases to which the Company or
any Consolidated Subsidiary is a party;

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(xiii) Liens consisting of zoning restrictions, easements
or other restrictions on the use of real property, none of which
materially impair the operation by the Company and the
Consolidated Subsidiaries taken as a whole of their respective
businesses and none of which is violated by existing or proposed
structures or land use; and

(xiv) extensions, renewals or replacements in whole or in
part of the Liens described in clauses (i), (vi), (vii), (viii),
(ix), (x) and (xi) of this Section 5.02(a) for the same or a
lesser amount of Indebtedness; provided that no such Lien shall
extend to or cover any property other than the property
theretofore subject to the Lien being extended, renewed or
replaced.

(b) Sale and Lease-back Transactions. Effect, or permit any
Subsidiary to effect, a Sale and Lease-back Transaction unless
immediately prior thereto, and after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing.

(d) Funded Indebtedness. (Intentionally Omitted)

(e) Working Capital. (Intentionally Omitted)

(f) Cash Flow. (Intentionally Omitted)

(g) ERISA. At any time permit any Plan to:

(i) engage in any "prohibited transaction" as such term
is defined in Section 4975 of the Code or in Section 406 of
ERISA;

(ii) incur any "accumulated funding deficiency" as such
term is defined in Section 302 of ERISA and Section 412 of the
Code, whether or not waived;

(iii) be terminated under circumstances which are likely
to result in the imposition of a Lien on the property of the
Company or any ERISA Affiliate pursuant to Section 4068 of ERISA,
if and to the extent such termination is within the control of
the Company; or

(iv) cease to comply in any material respect with the
provisions of the Code or ERISA applicable to such Plan;

if any event or condition described in (i), (ii), (iii) or (iv) above is
likely to subject the Company or any ERISA Affiliate to a liability
which, in the aggregate, is material in relation

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to the business, operations, property or condition, financial or
otherwise, of the Company and its ERISA Affiliates on a consolidated
basis.

(h) Fiscal Year. Make any change in its fiscal year.

(i) Transactions with Affiliates. Engage, or permit any
Subsidiary to engage, in any transaction with an Affiliate of the
Company or any Subsidiary (other than the Company or a Wholly-Owned
Consolidated Subsidiary) on terms more favorable to the Affiliate than
the Affiliate could have obtained if the Affiliate were not an
Affiliate.

(j) Tax Returns. File, or consent to the filing of, any
consolidated federal income tax return with any Person other than a
Subsidiary.

(k) Consolidation, Merger or Acquisition. The Company will
not, and will not permit any Consolidated Subsidiary to, (i) enter into
a consolidation with any other Person or merge with or into any other
Person or (ii) acquire the assets of or of the aggregate equity interest
in any other Person (any such transaction being herein called an
"Acquisition"), except that:

(A) the Company may permit a Consolidated Subsidiary to
merge into the Company or may effect an Acquisition of a
Consolidated Subsidiary, and a Consolidated Subsidiary may
consolidate or merge with or into another Consolidated
Subsidiary; and

(B) the Company or any Consolidated Subsidiary may
merge with, or effect an Acquisition of, any Person other than
the Company or a Consolidated Subsidiary if

(i) in the case of any merger or Acquisition
involving the Company, the Company is the continuing
corporation and, in the case of any merger or Acquisition
involving a Consolidated Subsidiary, the continuing
corporation (immediately after giving effect to such
merger or Acquisition) is a Consolidated Subsidiary; and

(ii) immediately after the consummation of the
merger or Acquisition, and after giving effect thereto, no
Default or Event of Default would exist.

(l) Sales and Other Dispositions. (i) Sell, transfer or
otherwise dispose of, or permit any Subsidiary to sell, transfer or
otherwise dispose of, any assets other than in the ordinary course of
business or (ii) issue, sell, transfer or otherwise dispose of, or
permit any Subsidiary to issue, sell, transfer or otherwise dispose of,
any shares of the capital stock of any Consolidated Subsidiary (the
items covered by (i) and (ii) being hereinafter called a

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<PAGE> 55
"Disposition"), unless such Disposition is made for consideration having
a value at least equal to the fair value of such property as determined
in good faith by the board of directors of the Company and, in the case
of a Disposition under (ii) herein, as part of the sale of all shares or
capital stock of such Consolidated Subsidiary and, in the case of any
such Disposition, so long as immediately after the consummation of such
Disposition, and after giving effect thereto, no Default or Event of
Default would exist. In addition, if immediately after the consummation
of any Disposition described below, and after giving effect thereto, no
Default or Event of Default would exist, the Company may make:

(A) a Disposition which is ordered by a court of
competent jurisdiction or pursuant to the requirements of a
decree, order or ruling of any governmental body (local, state or
federal), provided that such Disposition does not, in the opinion
of the Majority Banks, impair the ability of the Company to
perform its obligations under this Agreement and the Notes;

(B) a Disposition by any Wholly-Owned Consolidated
Subsidiary to the Company or to any other Wholly-Owned
Consolidated Subsidiary;

(C) any Disposition, not part of a plan or group of
Dispositions, the consideration for which has a fair value of
less than $5,000,000; and

(D) any Disposition permitted by Section 5.02(k);

provided, further, that in no event shall the Company sell,
lease, transfer or otherwise dispose of all or substantially all
of its assets to any Person.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

(a) The Company shall fail to pay (i) any installment of
principal on any Note on the date on which such payment is due or (ii)
any payment of interest on any such Note or any other amount due
hereunder within five calendar days following the date on which such
payment is due; or

(b) Any representation or warranty made by or on behalf of the
Company herein or in any document, certificate or financial statement
delivered in connection with this Agreement shall prove to have been
incorrect in any material respect when made; or

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(c) The Company shall fail to perform or observe any covenant
contained in Section 5.02 of this Agreement; or

(d) The Company shall fail to perform or observe any other
term, covenant or agreement contained in this Agreement and any such
failure shall remain unremedied for 30 calendar days after the earlier
of (i) written notice of such failure shall have been given to the
Company by the Agent or any Bank or (ii) the Company knows of such
failure; or

(e) The Company or any Subsidiary shall (i) default in the
payment of any Indebtedness (excluding Indebtedness evidenced by the
Notes) of the Company or such Subsidiary (as the case may be), or any
interest or premium thereon, when due whether by acceleration or
otherwise, beyond any period of grace provided with respect thereto, or
(ii) default in the performance or observance of any obligation or
condition with respect to such other Indebtedness if the effect of such
default results in the holder of such other Indebtedness accelerating
the maturity of such other Indebtedness and the Company or such
Subsidiary fails to pay such Indebtedness within five Business Days
after such acceleration, if, in the case of any defaults described in
clauses (i) and (ii) of this Section 6.01(e), the aggregate principal
amount of all such Indebtedness for which all such defaults shall have
occurred and be continuing exceeds $5,000,000; or

(f) The Company or any Subsidiary which is a "significant
subsidiary" within the meaning of Rule 1-02(v) of Regulation S-X under
the Securities Exchange Act of 1934, as amended (a "Significant
Subsidiary"), shall admit in writing its inability to, or be generally
unable to, pay its debts as such debts become due; or

(g) The Company shall default in its obligation to pay any
dividend respecting its capital stock when due, or to purchase, redeem,
retire or otherwise acquire shares of its capital stock; or

(h) The Company or any Significant Subsidiary shall (i) apply
for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of all or a
substantial part of its property, (ii) make a general assignment for the
benefit of its creditors, (iii) commence a voluntary case under the
Bankruptcy Code (as now or hereafter in effect), (iv) file a petition
seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or readjustment
of debts, (v) fail to controvert in a timely and appropriate manner, or
acquiesce in writing to, any petition filed against it in an involuntary
case under the Bankruptcy Code, or (vi) take any corporate action for
the purpose of effecting any of the foregoing; or

(i) A proceeding or case shall be commenced, without the
application or consent of the Company or any Significant Subsidiary in
any court of competent jurisdiction, seeking (i) its liquidation,
reorganization, dissolution or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or

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the like of the Company or such Significant Subsidiary or of all or any
substantial part of its assets, or (iii) similar relief in respect of
the Company or such Significant Subsidiary under any law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any
of the foregoing shall be entered and continue unstayed and in effect,
for a period of 60 days; or an order for relief against the Company or
any Significant Subsidiary shall be entered in an involuntary case under
the Bankruptcy Code; or

(j) A final judgment or judgments for the payment of money
shall be rendered by a court or courts against the Company or any
Significant Subsidiary in excess of $2,000,000 in the aggregate and the
same shall not be discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured, within
30 days from the date of entry thereof and the Company or such
Significant Subsidiary, as the case may be, shall not, within said
period of 30 days, or such longer period during which execution of the
same shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal; or

(k) (i) The Company or any ERISA Affiliate or any of its
agents or representatives shall engage in any "prohibited transaction"
(as defined in Section 406 of ERISA or Section 4975 of the Code) which
can be expected to result in a material liability to the Company or any
ERISA Affiliate, (ii) any material "accumulated funding deficiency" (as
defined in Section 302 of ERISA or Section 412 of the Code), whether or
not waived, shall exist with respect to any PBGC Plan, if in the
reasonable judgment of the Majority Banks, such accumulated funding
deficiency would give rise to a material liability of the Company or any
ERISA Affiliate, (iii) the Company or any ERISA Affiliate shall apply
for or be granted a funding waiver under Section 302 of ERISA or Section
412 of the Code, which waiver or request for waiver is for a material
amount, (iv) a "reportable event" (other than a reportable event not
subject to the provision for thirty-day notice to the PBGC under
applicable PBGC regulations) shall occur with respect to any PBGC Plan,
which reportable event is, in the reasonable opinion of the Majority
Banks, likely to result in the termination of such PBGC Plan for
purposes of Title IV of ERISA and to give rise to a material liability
of the Company or any ERISA Affiliate, (v) proceedings shall commence to
have a trustee appointed or a trustee shall be appointed to terminate or
administer a PBGC Plan under Section 4042(b) of ERISA which proceeding
is, in the reasonable opinion of the Majority Banks, likely to result in
the termination of such PBGC Plan and to give rise to a material
liability of the Company or any ERISA Affiliate with respect to such
termination, (vi) a notice of intent to terminate a PBGC Plan under
Section 4041(c) is filed with the PBGC if such termination would give
rise to a material liability of the Company or any ERISA Affiliate,
(vii) any Multiemployer Plan is in reorganization or is insolvent and
the circumstances are such that, in the reasonable opinion of the
Majority Banks, there could be a material liability incurred by or
imposed upon the Company or any ERISA Affiliate, (viii) there is a
complete or partial withdrawal from a Multiemployer Plan under
circumstances

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that, in the reasonable opinion of the Majority Banks, would likely
subject the Company or any ERISA Affiliate to a material liability, or
(ix) any event or condition described in (i) through (viii) above
(determined without regard to whether the event or condition taken alone
would or could result in a material liability) shall occur or exist with
respect to a PBGC Plan or Multiemployer Plan which individually or in
combination with one or more of any events described in (i) through
(viii) above (determined without regard to whether the event or
condition taken alone would or could result in a material liability), if
any, in the reasonable opinion of the Majority Banks would likely,
subject the Company or any ERISA Affiliate to any material tax, penalty
or other liability (for purposes of this Section 6.01(k) , an obligation
or liability shall be considered material if it equals or exceeds
$10,000,000);

then, (i) if any Event of Default described in Section 6.01(h) or Section
6.01(i) shall occur and be continuing, all Notes then outstanding hereunder and
interest accrued thereon and all liabilities hereunder shall thereupon become
and be immediately due and payable without presentment, demand, protest or
other notice of any kind to the Company, all of which are hereby expressly
waived, the Commitments (if still in existence) shall thereupon terminate and
the Banks shall be under no further obligation to make Loans hereunder, and
(ii) if any other Event of Default shall occur and be continuing, the Agent
shall (A) if requested by the Majority Banks, by notice to the Company,
terminate the Commitments (if still in existence) and they shall thereupon
terminate and (B) if requested by the Majority Banks, by notice to the Company,
declare all Notes then outstanding hereunder and interest accrued thereon and
all liabilities of the Company thereunder to be immediately due and payable,
and the same shall thereupon become and be forthwith due and payable without
presentment, demand, protest or other notice of any kind to the Company or any
other Person, all of which are hereby expressly waived by the Company.

ARTICLE VII

THE AGENTS

SECTION 7.01. Authorization and Action. Each Bank hereby
irrevocably appoints and authorizes the Agents to act on its behalf and to
exercise such powers under this Agreement as are specifically delegated to or
required of such Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement or the Notes (including, without limitation, enforcement or
collection of the Notes), the Agents shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Banks, and such instructions shall be
binding upon all Banks and all holders of Notes; provided, however, that
neither Agent shall be required to take any action which exposes such Agent to
personal liability or which is contrary to this Agreement or applicable law.

SECTION 7.02. Agent's and Auction Administration Agent's
Reliance, Etc. Neither the Agent nor the Auction Administration Agent nor any
of its directors, officers, agents or

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employees shall be liable for any action taken or omitted to be taken by it or
them under or in connection with this Agreement or the Notes (i) with the
consent or at the request of the Majority Banks or (ii) in the absence of its
or their own gross negligence or willful misconduct (IT BEING THE EXPRESS
INTENTION OF THE PARTIES THAT THE AGENT, THE AUCTION ADMINISTRATION AGENT AND
THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL HAVE NO
LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION 7.02 RESULTING FROM
THEIR ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE). Without limitation of the
generality of the foregoing, each Agent: (i) may treat the payee of each Note
as the holder thereof until such Agent receives written notice of the
assignment or transfer thereof signed by such payee and in form satisfactory to
such Agent; (ii) may consult with legal counsel (including counsel for the
Company), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts;
(iii) makes no warranty or representation to any Bank and shall not be
responsible to any Bank for any statements, warranties or representations made
in or in connection with this Agreement or any Note; (iv) except as otherwise
expressly provided herein, shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or
conditions of this Agreement or any Note or to inspect the property (including
the books and records) of the Company; (v) shall not be responsible to any Bank
for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any Note or any other instrument or
document furnished pursuant hereto or thereto; and (vi) shall incur no
liability under or in respect of this Agreement, or any Note by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telegram or telecopier) reasonably believed by it to be genuine and signed or
sent by the proper party or parties.

SECTION 7.03. TCB, Chemical and Affiliates. With respect to
their Commitments, the Loans, if any, made by them and the Notes, if any,
issued to them, TCB and, to the extent it becomes the holder of any Note
hereunder, Chemical shall have the same rights and powers under this Agreement
or any Note as any other Bank and may exercise the same as though it were not
respectively the Agent and the Auction Administration Agent; and the term
"Bank" or "Banks" shall, unless otherwise expressly indicated, include TCB and,
to the extent Chemical becomes the holder of any Note, Chemical, in their
individual capacities. TCB, Chemical and their respective affiliates may
accept deposits from, lend money to, act as trustee under indentures of, and
generally engage in any kind of business with, the Company, any of the
Subsidiaries and any Person who may do business with or own securities of the
Company or of the Subsidiaries, all as if TCB and Chemical were not Agents and
without any duty to account therefor to the Banks.

SECTION 7.04. Bank Credit Decision. Each Bank acknowledges and
agrees that it has, independently and without reliance upon either Agent or any
other Bank and based on the financial statements referred to in Section 4.04
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges and agrees that it will, independently and without reliance upon
either Agent or any other Bank and based on such documents and information as
it shall deem appropriate

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at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement.

SECTION 7.05. Agents' Indemnity. Neither Agent shall be
required to take any action hereunder or to prosecute or defend any suit in
respect of this Agreement or the Notes unless indemnified to such Agent's
satisfaction by the Banks against loss, cost, liability and expense. If any
indemnity furnished to such Agent shall become impaired, it may call for
additional indemnity and cease to do the acts indemnified against until such
additional indemnity is given. In addition, the Banks agree to indemnify each
Agent (to the extent not reimbursed by the Company), ratably according to the
respective principal amounts of the Committed Notes then held by each of them
(or if no Committed Notes are at the time outstanding, ratably according to
either (i) the respective amounts of their Commitments, or if no Commitments
are outstanding, the respective amounts of the Commitments immediately prior to
the time the Commitments ceased to be outstanding), from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against such Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by
such Agent under this Agreement or the Notes (including, without limitation,
any action taken or omitted under Article II of this Agreement); provided that
no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent's gross negligence or willful
misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS
SECTION 7.05, TO INDEMNIFY EACH AGENT RATABLY AS AFORESAID FOR ALL SUCH
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM SUCH
AGENT'S ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE. Without limitation of the
foregoing, each Bank agrees to reimburse each Agent promptly upon demand for
its ratable share of any out-of-pocket expenses (including reasonable counsel
fees) incurred by such Agent in connection with the preparation, execution,
administration, or enforcement of, or legal advice in respect of rights or
responsibilities under, this Agreement and the Notes to the extent that such
Agent is not reimbursed for such expenses by the Company. The provisions of
this Section 7.05 shall survive the termination of this Agreement and/or the
payment or assignment of any of the Notes.

SECTION 7.06. Successor Agent. The Agent may resign at any time
by giving written notice thereof to the Banks, the Auction Administration Agent
and the Company and may be removed as Agent under this Agreement and the Notes
at any time with or without cause by the Majority Banks. Upon any such
resignation or removal, the Majority Banks shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Majority Banks, and shall have accepted such appointment, within 30 calendar
days after the retiring Agent's giving of notice of resignation or the Majority
Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of
the Banks, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any state
thereof and having a combined capital and surplus of at least $1,000,000,000.
Upon the acceptance of any appointment as Agent hereunder and under the Notes
by a successor Agent, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Agent,

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and the retiring Agent shall be discharged from its duties and obligations
under this Agreement and the Notes. After any retiring Agent's resignation or
removal as Agent hereunder and under the Notes, the provisions of this Article
VII shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Agent under this Agreement and the Notes.

SECTION 7.07. Successor Auction Administration Agent. The
Auction Administration Agent may resign at any time by giving written notice
thereof to the Banks, the Agent and the Company and may be removed as Auction
Administration Agent under this Agreement and the Notes at any time with or
without cause by the Majority Banks. Upon any such resignation or removal, the
Majority Banks shall have the right to appoint a successor Auction
Administration Agent. If no successor Auction Administration Agent shall have
been so appointed by the Majority Banks, and shall have accepted such
appointment, within 30 calendar days after the retiring Auction Administration
Agent's giving of notice of resignation or the Majority Banks' removal of the
retiring Auction Administration Agent, then the retiring Auction Administration
Agent may, on behalf of the Banks, appoint a successor Auction Administration
Agent, which shall be a commercial bank organized under the laws of the United
States of America or of any state thereof and having a combined capital and
surplus of at least $1,000,000,000. Upon the acceptance of any appointment as
Auction Administration Agent hereunder and under the Notes by a successor
Auction Administration Agent, such successor Auction Administration Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Auction Administration Agent, and the retiring
Auction Administration Agent shall be discharged from its duties and
obligations under this Agreement and the Notes. After any retiring Auction
Administration Agent's resignation or removal as Auction Administration Agent
hereunder and under the Notes, the provisions of this Article VII shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was Auction Administration Agent under this Agreement and the Notes.

SECTION 7.08. Notice of Default. The Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Agent shall have received notice from a Bank or
the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." If the Agent
receives such a notice, the Agent shall give notice thereof to the Banks and
the Auction Administration Agent; provided, however, if such notice is received
from a Bank, the Agent also shall give notice thereof to the Company. The
Agent shall be entitled to take action or refrain from taking action with
respect to such Default or Event of Default as provided in Sections 7.01 and
7.02.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or any Note, nor consent to any departure by the
Company herefrom or therefrom,

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shall in any event be effective unless the same shall be in writing and signed
by the Majority Banks in all cases, and by the Company in the case of any such
amendment, and then, in any case, such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Banks, do any of the following: (u) waive any of
the conditions specified in Section 3.01, 3.03 or 3.04 (if and to the extent
that the Borrowing which is the subject of such waiver would involve an
increase in the aggregate outstanding amount of Loans over the aggregate amount
of Loans outstanding immediately prior to such Borrowing), (v) except as
expressly provided in Section 2.13(e) or 2.20 reduce or increase the amount or
alter the terms of the Commitments of any Banks or subject any Banks to any
additional obligations, (w) reduce the principal of, or rate or amount of
interest applicable to any Loan other than as provided in this Agreement, or
any fees hereunder, (x) except as expressly provided in Section 2.20, postpone
any date fixed for any payment of principal of, or interest on, the Notes or
any fees hereunder, (y) change Section 2.20 or this Section 8.01, or (z) change
the percentage of the Commitments or of the aggregate unpaid principal amount
of the Notes, or the number of Banks, which shall be required for the Banks or
any of them to take any action hereunder; and provided, that no amendment,
waiver or consent shall, unless in writing and signed by the Agent in addition
to the Banks required above to take such action, affect the rights or duties of
the Agent under this Agreement or any Note; and provided, further, that no
amendment, waiver or consent shall, unless in writing and signed by the Auction
Administration Agent in addition to the Banks required above to take such
action, affect the rights or duties of the Auction Administration Agent under
this Agreement or any Note. Notwithstanding the foregoing, waivers of and
amendments to Article V and to clauses (b) through (k) of Section 6.01 may be
effected with the written consent of the Majority Banks in all cases, and the
Company in the case of any such amendment.

SECTION 8.02. Notices, Etc. The Agent, the Auction
Administration Agent, any Bank, or the holder of any Note, giving consent or
notice or making any request of the Company provided for hereunder, shall
notify each Bank, the Agent and the Auction Administration Agent thereof. In
the event that the holder of any Note (including any Bank) shall transfer such
Note, it shall promptly so advise the Agents which shall be entitled to assume
conclusively that no transfer of any Note has been made by any holder
(including any Bank) unless and until such Agent receives written notice to the
contrary. Notices, consents, requests, approvals, demands and other
communications (collectively "Communications") provided for herein shall be in
writing (including telecopy or telegraphic, Communications) and mailed,
telecopied, telegraphed, or delivered:

(a) If to the Company, to it at:
1390 Enclave Parkway
Houston, Texas 77077-2027
Telecopy Number: (713) 584-1245

Attention: Treasurer

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with copies to:

Attention: General Counsel

and

Arnall Golden & Gregory
55 Park Place, Suite 400
Atlanta, Georgia 30335

Attention: Jonathan Golden

(b) If to the Agent, to it at:
712 Main Street, 8 TCB - N96
Houston, Texas 77002
Telecopy Number: (713) 216-2291
Attention: Syndications Department

with a copy to:

Texas Commerce Bank National Association
Manager, Houston Corporate Division
Mail Station 05 TCB-E
P. O. Box 2558
Houston, Texas 77251
Telecopy Number: (713) 236-5888

(c) If to the Auction Administration Agent, to it at:
277 Park Avenue, 9th Floor
New York, New York 10172
Telecopy Number: (212) 319-4941
(212) 319-4310
Attention: Syndications Department

(d) If to any Bank, as specified on the signature page for
such Bank hereto or, in the case of any Person who becomes a Bank after
the date hereof, as specified in the Administrative Questionnaire of
such Person, or on the signature page of the Assignment and Acceptance
executed by such Bank or, in the case of any party, such other address
or telecopy number as such party may hereafter specify for such purpose
by notice to the other parties. All Communications shall, when mailed,
telecopied, telegraphed, cabled or delivered, be effective when
deposited in the mails, sent by telecopier to any party to the

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telecopier number as set forth herein or on the signature page hereof or
on the signature page of the Assignment and Acceptance (or other
telecopy number designated by such party in a Communication to the other
parties hereto) and receipt thereof is acknowledged by such party,
delivered to the telegraph company, or delivered to the cable company,
respectively; provided, however, Communications to any Agent pursuant to
Article II or Article VII shall not be effective until received by such
Agent.

SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Bank or either Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right, or any abandonment or
discontinuance of any steps to enforce such right, preclude any other or
further exercise thereof or the exercise of any other right. No notice to or
demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

SECTION 8.04. Costs, Expenses and Taxes. (a) The Company agrees
to pay or reimburse each of the Banks and the Agents for paying: (i) all costs
and expenses of the Agents in connection with (A) the preparation, execution,
delivery and administration of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Agents with
respect thereto and with respect to advising the Agents as to their respective
rights and responsibilities under this Agreement and the Notes, and (B) any
modification, supplement or waiver of any of the terms of this Agreement, and
(ii) all reasonable costs and expenses of the Banks and the Agents (including,
without limitation, reasonable counsels' fees) in connection with the
enforcement of this Agreement and the Notes. In addition, the Company shall
pay any and all stamp and other taxes payable or determined to be payable in
connection with the execution and delivery of this Agreement and the Notes and
the other documents to be delivered hereunder, and agrees to save the Agents
and each Bank harmless from and against any and all liabilities with respect to
or resulting from any delay in paying or omission to pay such taxes, if any,
which may be payable or determined to be payable in connection with the
execution and delivery of this Agreement or any Note. The obligations of the
Company under this Section 8.04 shall survive the termination of this Agreement
and/or the payment or assignment of the Notes.

(b) If, due to payments made by the Company due to
acceleration of the maturity of the Notes pursuant to Section 6.01, due to the
prepayment of any Loan pursuant to Section 2.20 or due to any other reason, any
Bank receives payments of principal of any Fixed Rate Loan or Eurodollar Loan,
other than on the last day of the Interest Period for such Loan, the Company
shall, upon demand by such Bank (with a copy of such demand to the Agent), pay
to the Agent for the account of such Bank any amounts required to compensate
such Bank for any additional losses, costs or expenses which it may reasonably
incur as a result of such payment, including, without limitation, any loss,
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Bank to fund or maintain such Loan.

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SECTION 8.05. Indemnity. (a) The Company shall indemnify the
Agents, the Banks and each affiliate thereof and their respective directors,
officers, employees and agents from, and hold each of them harmless against,
any and all losses, liabilities, claims or damages to which any of them may
become subject, insofar as such losses, liabilities, claims or damages arise
out of or result from (i) the transactions evidenced by the Asset Purchase
Agreement and the documents executed in connection therewith, (ii) this
Agreement or any actual or proposed use by the Company of the proceeds of any
extension of credit by any Bank hereunder or breach by the Company of this
Agreement or any other document executed in connection with this Agreement or
(iii) any investigation, litigation or other proceeding (including any
threatened investigation or proceeding) relating to the foregoing, and the
Company shall reimburse the Agent and each Bank, and each affiliate thereof and
their respective directors, officers, employees and agents, upon demand for any
expenses (including, without limitation, legal fees) reasonably incurred in
connection with any such investigation or proceeding; but excluding any such
losses, liabilities, claims, damages or expenses incurred by reason of the
gross negligence or willful misconduct of the Person to be indemnified.

(b) WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS
THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED
HEREUNDER SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES,
LIABILITIES, CLAIMS OR DAMAGES ARISING OUT OF OR RESULTING FROM THE ORDINARY
SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH PERSON. WITHOUT PREJUDICE TO THE
SURVIVAL OF ANY OTHER OBLIGATIONS OF THE COMPANY HEREUNDER, THE OBLIGATIONS OF
THE COMPANY UNDER THIS SECTION 8.05 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND/OR THE PAYMENT OR ASSIGNMENT OF THE NOTES.

SECTION 8.06. Right of Setoff. If any Event of Default shall
have occurred and be continuing, each Bank is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Bank to or
for the credit or the account of the Company against any of and all the
obligations of the Company now or hereafter existing under this Agreement and
the Note held by such Bank, irrespective of whether or not such Bank shall have
made any demand under this Agreement or such Note and although such obligations
may be unmatured. Each Bank agrees promptly to notify the Company after any
such setoff and application made by such Bank, but the failure to give such
notice shall not affect the validity of such setoff and application. The
rights of each Bank under this Section 8.06 are in addition to other rights and
remedies (including, without limitation, other rights of setoff) which such
Bank may have.

SECTION 8.07. Governing Law. This Agreement, all Notes and all
other documents executed in connection herewith, shall be deemed to be
contracts and agreements executed by the Company, the Agents and the Banks
under the laws of the State of Texas and of the United States and for all
purposes shall be construed in accordance with, and governed by, the laws of
said state and of the United States. Without limitation of the foregoing,
nothing in this Agreement, or in the Notes shall be deemed to constitute a
waiver of any rights which any Bank may have under applicable federal
legislation relating to the amount of interest which such Bank may contract
for,

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take, receive or charge in respect of any Loans, including any right to take,
receive, reserve and charge interest at the rate allowed by the law of the
state where such Bank is located. The Agents, the Banks and the Company
further agree that insofar as the provisions of Article 1.04, Subtitle 1, Title
79, of the Revised Civil Statutes of Texas, 1925, as amended, are applicable to
the determination of the Highest Lawful Rate with respect to the Notes, the
indicated rate ceiling computed from time to time pursuant to section (a) of
such Article shall apply to the Notes; provided, however, that to the extent
permitted by such Article, the Agent may from time to time by notice from the
Agent to the Company revise the election of such interest rate ceiling as such
ceiling affects the then current or future balances of the Loans outstanding
under the Notes. The provisions of Chapter 15 of Subtitle 3 of the said Title
79 do not apply to this Agreement or any Note issued hereunder.

SECTION 8.08. Interest. Anything in this Agreement or any Note
to the contrary notwithstanding, the Company shall never be required to pay
unearned interest on any Note and shall never be required to pay interest on
such Note at a rate in excess of the Highest Lawful Rate, and if the effective
rate of interest which would otherwise be payable under this Agreement and such
Note would exceed the Highest Lawful Rate, or if the holder of such Note shall
receive any unearned interest or shall receive monies that are deemed to
constitute interest which would increase the effective rate of interest payable
by the Company under this Agreement and such Note to a rate in excess of the
Highest Lawful Rate, then (i) the amount of interest which would otherwise be
payable by the Company under this Agreement and such Note shall be reduced to
the amount allowed under applicable law, and (ii) any unearned interest paid by
the Company or any interest paid by the Company in excess of the Highest Lawful
Rate shall, at the option of the holder of such Note, be either refunded to the
Company or credited on the principal of such Note. It is further agreed that,
without limitation of the foregoing, all calculations of the rate of interest
contracted for, charged or received by any Bank under the Notes held by it, or
under this Agreement, are made for the purpose of determining whether such rate
exceeds the Highest Lawful Rate applicable to such Bank (such Highest Lawful
Rate being such Bank's "Maximum Permissible Rate"), and shall be made, to the
extent permitted by usury laws applicable to such Bank (now or hereafter
enacted), by amortizing, prorating and spreading in equal parts during the
period of the full stated term of the Loans evidenced by said Notes all
interest any time contracted for, charged or received by such Bank in
connection therewith. If at any time and from time to time (i) the amount of
interest payable to any Bank on any date shall be computed at such Bank's
Maximum Permissible Rate pursuant to this Section 8.08 and (ii) in respect of
any subsequent interest computation period the amount of interest otherwise
payable to such Bank would be less than the amount of interest payable to such
Bank computed at such Bank's Maximum Permissible Rate, then the amount of
interest payable to such Bank in respect of such subsequent interest
computation period shall continue to be computed at such Bank's Maximum
Permissible Rate until the total amount of interest payable to such Bank shall
equal the total amount of interest which would have been payable to such Bank
if the total amount of interest had been computed without giving effect to this
Section 8.08.

SECTION 8.09. Survival of Representations and Warranties. All
representations, warranties and covenants contained herein or made in writing
by the Company in connection

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herewith shall survive the execution and delivery of this Agreement and of the
Notes, and will bind and inure to the benefit of the respective successors and
assigns of the parties hereto, whether so expressed or not, provided that the
undertaking of the Banks to make Loans to the Company shall not inure to the
benefit of any successor or assign of the Company.

SECTION 8.10. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Company, the Agent and the
Auction Administration Agent and when the Agent shall have been notified by
each Bank that such Bank has executed it and thereafter shall be binding upon
and inure to the benefit of the Company, the Agents and each Bank and their
respective successors and assigns.

SECTION 8.11. Successors and Assigns; Participations. (a)
Whenever in this Agreement any of the parties hereto are referred to, such
reference shall be deemed to include the successors and permitted assigns of
such party; and all covenants, promises and agreements by or on behalf of the
Company, the Agents or the Banks that are contained in this Agreement shall
bind and inure to the benefit of their respective successors and assigns. The
Company may not assign or transfer any of its rights or obligations hereunder
without the written consent of all the Banks.

(b) Each Bank may without the consent of the Company sell
participations to one or more banks or other entities in all or a portion of
its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment and the Loans owing to it and the Note or
Notes held by it); provided, however, that (i) such Bank's obligations under
this Agreement shall remain unchanged, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (iii) the participating banks or other entities shall be entitled
to the cost protection provisions contained in Article II and Section 8.04, but
only to the extent that such protection would have been available to such Bank,
calculated as if no such participations had been sold and (iv) the Company, the
Agents and the other Banks shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this
Agreement; provided, however, that each Bank shall retain the sole right and
responsibility to enforce the obligations of the Company relating to the Loans
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided, however, such Bank may
grant a participant rights with respect to (y) amendments, modifications or
waivers with respect to any fees payable hereunder (including the dates fixed
for the payment of any such fees) or the amount of principal or the rate of
interest payable on, or the dates fixed for any payment of principal of or
interest on, the Loans and (z) any extension of the Existing Termination Date.

(c) Each Bank may assign, with the prior written consent of
the Company and the Agent, to an Eligible Assignee, all of its interests,
rights, and obligations under this Agreement (including, without limitation,
all of its Commitment and all of the Loans at the time owing to it and the
Notes held by it); provided, however, that the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance and recording in the
Register (as defined below), an Assignment and Acceptance in the form of
Exhibit H hereto (an "Assignment and Acceptance"), together with a properly
completed Administrative Questionnaire, any Note or Notes subject to such

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assignment and a processing and recordation fee of $2,000; provided, however,
no such fee shall be required in the case of any assignment requested by the
Company pursuant to Article II of this Agreement. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five
Business Days after the execution thereof, unless otherwise provided in such
Assignment and Acceptance, (x) the Eligible Assignee thereunder shall be a
party hereto and have the rights and obligations of a Bank hereby and (y) the
assignor Bank thereunder shall be released from its obligations under this
Agreement and shall cease to be a party hereto.

(d) By executing and delivering an Assignment and Acceptance,
the Bank assignor thereunder and the Eligible Assignee confirm to and agree
with each other and the other parties hereto as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim, such Bank
assignor makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such Bank assignor
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Company or the performance or observance of
its respective obligations under this Agreement or any other instrument or
document furnished pursuant hereto or thereto; (iii) such Eligible Assignee
confirms that it has received a copy of this Agreement together with copies of
the financial statements referred to in Section 4.04 or 5.01 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
Eligible Assignee will, independently and without reliance upon the Agents,
such Bank assignor or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
Eligible Assignee appoints and authorizes the Agent and the Auction
Administration Agent to take such action on behalf of such Eligible Assignee
and to exercise such powers under this Agreement as are delegated to each such
Agent by the terms hereof, together with such powers as are reasonably
incidental thereto; (vi) such Eligible Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Bank; and (vii) such Eligible
Assignee confirms that it is an Eligible Assignee as defined above.

(e) The Agent shall maintain at its office a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Banks and the Commitment of, and principal
amount of the Loan owing to, each Bank from time to time (the "Register"). The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Company, the Agents and the Banks may treat each Person whose name is
recorded in the Register as a Bank hereunder for all purposes in this
Agreement. The Register shall be available for inspection by the Company, any
Bank or the Auction Administration Agent at any reasonable time and from time
to time upon reasonable prior notice.

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(f) Upon its receipt of an Assignment and Acceptance executed
by an assigning Bank and an Eligible Assignee together with any Note or Notes
subject to such assignment and the written consent to such assignment, the
Agent shall, if such Assignment and Acceptance has been completed and is
substantially in the form of Exhibit H hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Banks, the Auction Administration Agent
and the Company. Within five Business Days after receipt of such notice, the
Company, at its own expense, shall execute and deliver to the Agent in exchange
for the surrendered Note or Notes a new Note or Notes to the order of such
Eligible Assignee in an amount equal to the Commitment assumed by it pursuant
to such Assignment and Acceptance. Each new Note shall be in a principal
amount equal to the principal amount of each surrendered Note, shall be dated
the effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit D-1 or D-2 as applicable, hereto. Cancelled
Notes shall be returned to the Company.

(g) Notwithstanding any other provision herein, any Bank may,
in connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 8.11 disclose to the assignee or
participant or proposed assignee or participant, any information relating to
the Company furnished to such Bank by or on behalf of the Company; provided,
that prior to any such disclosure, each such assignee or participant or
proposed assignee or participant shall agree to preserve the confidentiality of
any confidential information relating to the Company received from such Bank.

(h) Anything in this Section 8.11 to the contrary
notwithstanding, any Bank may at any time, without the consent of the Company,
or either Agent, assign and pledge all or any portion of its Commitment and the
Loans owing to it to any Federal Reserve Bank (and its transferees) as
collateral security pursuant to Regulation A and any Operating Circular issued
by such Federal Reserve Bank. No such assignment shall release the assigning
Bank from its obligations hereunder.

(i) All transfers of any interest in any Note hereunder shall
be in compliance with all federal and state securities laws, if applicable.
Notwithstanding the foregoing sentence, however, the parties to this Agreement
do not intend that any transfer under this Section 8.11 be construed as a
"purchase" or "sale" of a "security" within the meaning of any applicable
federal or state securities laws.

SECTION 8.12. Independence of Covenants. All covenants
contained in this Agreement shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that such action or condition would be permitted by an exception to, or
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

SECTION 8.13. Separability. Should any clause, sentence,
paragraph or section of this Agreement be judicially declared to be invalid,
unenforceable or void, such decision will not

-64-
<PAGE> 70
have the effect of invalidating or voiding the remainder of this Agreement, and
the parties hereto agree that the part or parts of this Agreement so held to be
invalid, unenforceable or void will be deemed to have been stricken herefrom
and the remainder will have the same force and effectiveness as if such part or
parts had never been included herein.

SECTION 8.14. Entire Agreement. This Agreement (including the
Exhibits and Schedules hereto), the Notes, the Agent's Letter and the Auction
Administration Agent's Letter embody the entire agreement and understanding
among the Company, the Agents and the Banks relating to the subject matter
hereof and thereof and supersedes all prior proposals, agreements and
understandings relating to such subject matter.

SECTION 8.15. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

SECTION 8.16. Retiring Banks. (a) Each of the parties to the
1988 Agreement is either a Bank or a Retiring Bank.

(b) The Retiring Banks are executing this Agreement solely for
the purpose of consenting to the amendment and restatement of the 1988
Agreement. Upon the effectiveness of this Agreement, neither of the Retiring
Banks shall have any commitment or obligation to the Company under the 1988
Agreement or this Agreement, and the Company shall not have any obligation to
either of the Retiring Banks under the 1988 Agreement or this Agreement.

SECTION 8.17. FINAL AGREEMENT. THIS WRITTEN AGREEMENT, THE
NOTES, THE AGENT'S LETTER AND THE AUCTION ADMINISTRATION AGENT'S LETTER
CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS
BUSINESS & COMMERCE CODE, REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF.

-65-
<PAGE> 71
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.

SYSCO CORPORATION

By: /s/ DIANE S. DAY
-----------------------------------
Name: Diane S. Day
Title: Vice President & Treasurer

-66-
<PAGE> 72
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION,
AS AGENT

By: /s/ SUSAN GARNER
-----------------------------------
Name: Susan Garner
Title: Vice President

-67-
<PAGE> 73
CHEMICAL BANK, AS AUCTION
ADMINISTRATION AGENT

By: /s/ JANET M. BELDEN
-----------------------------------
Name: Janet M. Belden
Title: Vice President

-68-
<PAGE> 74
NON-RETIRING BANKS

BANK OF AMERICA ILLINOIS

By: /s/ W. THOMAS BARNETT
-----------------------------------
Name: W. Thomas Barnett
Title: Vice President

231 S. LaSalle St., Suite 1044
Chicago, Illinois 60697
Telecopy No.: ( 312 ) 974-9626

Domestic Lending Office
-----------------------
Bank of America Illinois
231 S. LaSalle St., Suite 1044
Chicago, Illinois 60697

Eurodollar Lending Office
-------------------------
Bank of America Illinois
231 S. LaSalle St., Suite 1044
Chicago, Illinois 60697

Commitment: $45,000,000.00

-69-
<PAGE> 75
NON-RETIRING BANKS

THE FUJI BANK, LIMITED,
HOUSTON AGENCY

By: /s/ DAVID KELLEY
-----------------------------------
Name: David Kelley
Title: Sr. Vice President

One Houston Center
1221 McKinney Street, Suite 4100
Houston, Texas 77010
Telecopy No.: (713) 759-0048

Domestic Lending Office
-----------------------
One Houston Center
1221 McKinney Street, Suite 4100
Houston, Texas 77010

Eurodollar Lending Office
-------------------------
One Houston Center
1221 McKinney Street, Suite 4100
Houston, Texas 77010

Commitment:
$30,000,000.00

-70-
<PAGE> 76
NON-RETIRING BANKS

NATIONSBANK OF TEXAS, N.A.

By: /s/ BILLY B. GREER
-----------------------------------
Name: Billy B. Greer
Title: Vice President

700 Louisiana, 8th Floor
Houston, Texas 77002
Telecopy No.: (713) 247-6719

Domestic Lending Office
-----------------------
NationsBank of Texas, N.A.
Attn: Traci Vision (14th Floor)
901 Main Street
Dallas, Texas 75202
Telecopy No.: (214) 508-0944

Eurodollar Lending Office
-------------------------
NationsBank of Texas, N.A.
Attn: Traci Vision (14th Floor)
901 Main Street
Dallas, Texas 75202
Telecopy No.: (214) 508-0944

Commitment: $34,000,000.00

-71-
<PAGE> 77
NON-RETIRING BANKS

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION

By: /s/ SUSAN GARNER
-----------------------------------
Name: Susan Garner
Title: Vice President

712 Main Street
Houston, Texas 77002
Telecopy No.: (713) 654-2339

Domestic Lending Office
-----------------------
712 Main Street
Houston, Texas 77002

Eurodollar Lending Office
-------------------------
712 Main Street
Houston, Texas 77002

Commitment: $55,000,000.00

-72-
<PAGE> 78
NON-RETIRING BANKS

THE TORONTO-DOMINION BANK

By: /s/ DARLENE RIDEL
-----------------------------------
Name: Darlene Ridel
Title: Manager

909 Fannin Street, Suite 1700
Houston, Texas 77010
Telecopy No.: (713) 951-9921

Domestic Lending Office
-----------------------
909 Fannin Street, Suite 1700
Houston, Texas 77010

Eurodollar Lending Office
-------------------------
909 Fannin Street, Suite 1700
Houston, Texas 77010

Commitment: $34,000,000.00

-73-
<PAGE> 79
NON-RETIRING BANKS

UNION BANK OF SWITZERLAND, HOUSTON AGENCY

By: /s/ EVANS SWANN
-----------------------------------
Name: Evans Swann
Title: Managing Director

By: /s/ J. GEORGE KNBOVE
-----------------------------------
Name: J. George Knbove
Title: Assistant Vice President

1100 Louisiana, Suite 4500
Houston, Texas 77002
Telecopy No.: (713) 655-6555

Domestic Lending Office
-----------------------
299 Park Avenue
New York, New York 10171
Attn: Loan Servicing
Telecopy No.: (212) 715-3259

Eurodollar Lending Office
-------------------------
299 Park Avenue
New York, New York 10171
Attn: Loan Servicing
Telecopy No.: (212) 715-3259

Commitment: $34,000,000.00

-74-
<PAGE> 80
NON-RETIRING BANKS

WACHOVIA BANK OF GEORGIA, NATIONAL
ASSOCIATION

By: /s/ JEFF B. MCCOY
-----------------------------------
Name: Jeff B. McCoy
Title: Vice President

191 Peachtree Street, NE
Atlanta, Georgia 30303
Telecopy No.: (404) 332-6898

Domestic Lending Office
-----------------------
191 Peachtree Street, NE
Atlanta, Georgia 30303

Eurodollar Lending Office
-------------------------
191 Peachtree Street, NE
Atlanta, Georgia 30303

Commitment: $34,000,000.00

-75-
<PAGE> 81
NEW BANK

FIRST UNION NATIONAL BANK OF NORTH
CAROLINA

By: /s/ JANE W. WORKMAN
-----------------------------------
Name: Jane W. Workman
Title: Senior Vice President

301 South College Street
Charlotte, North Carolina 28288-0745
Telecopy No.: (704) 374-2802

Domestic Lending Office
-----------------------
One First Union Center
301 South College Street
Charlotte, North Carolina 28288-0745

Eurodollar Lending Office
-------------------------
One First Union Center
301 South College Street
Charlotte, North Carolina 28288-0745

Commitment: $34,000,000.00

-76-
<PAGE> 82
RETIRING BANKS

CREDIT LYONNAIS
CAYMAN ISLAND BRANCH

By: /s/ [ILLEGIBLE]
-----------------------------------
Name:
Title:

-77-
<PAGE> 83
RETIRING BANKS

THE CHASE MANHATTAN BANK, N.A.

By: /s/ T. DANIELS
-----------------------------------
Name: T. Daniels
Title: President

-78-
<PAGE> 84
Exhibit A-1

FORM OF COMPETITIVE BID REQUEST

Texas Commerce Bank National
Association, as Agent for
the Banks that are parties to
the Credit Agreement
referred to below
1111 Fannin, 9th Floor MS 46
Houston, Texas 77002

Attention: Capital Markets and Loan and Discount Department

Chemical Bank, as Auction Agent
under the Credit Agreement
referred to below
140 East 45th Street, 29th Floor
New York, New York 10017
[Date]
Attention: Agent Bank Services

Dear Sirs:

Reference is made to the Sixth Amendment and Restatement of
Competitive Advance and Revolving Credit Facility Agreement dated as of May 31,
1996 (as from time to time amended, the "Credit Agreement"), among the
undersigned, the Banks from time to time party thereto, Texas Commerce Bank
National Association, as Agent, and Chemical Bank, as Auction Administration
Agent. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement. The
undersigned hereby gives you notice pursuant to Section 2.02 of the Credit
Agreement that it requests a Competitive Borrowing under the Credit Agreement,
and in that connection sets forth below the terms on which such Competitive
Borrowing is requested to be made:

(A) Borrowing Date of Competitive
Borrowing (which is a Business Day)

(B) Principal Amount of
Competitive Borrowing 1/

(D) Interest Period and the last
day thereof 3/

By the delivery of this Request for Competitive Bids and the
acceptance of any or all of the Loans offered by the Banks in response to this
Request for Competitive Bids, the undersigned shall be deemed to have
represented and warranted that the applicable conditions to lending specified
in Article III of the Credit Agreement have been satisfied with respect to the
Competitive Borrowing requested hereby.

Very truly yours,

SYSCO CORPORATION

By:
-----------------------------------
Name:
------------------------------
Title:

1/ Not less than $20,000,000 or greater than the unused Total Commitment
and in integral multiples of $5,000,000.
2/ Eurodollar Loan or Fixed Rate Loan.
3/ Which shall have a duration (i) in the case of a Eurodollar Loan, of
one, two, three or six months, and (ii) in the case of a Fixed Rate
Loan, of not less than seven calendar days nor more than 360 calendar
days, and which, in either case, shall end not later than the
Termination Date.
<PAGE> 85
Exhibit A-2

FORM OF NOTICE OF COMMITTED BORROWING

Texas Commerce Bank National
Association, as Agent for
the Banks that are parties to
the Credit Agreement
referred to below
1111 Fannin, 9th Floor MS 46
Houston, Texas 77002

Attention: Capital Markets and Loan and Discount Department

Dear Sirs:

Reference is made to the Sixth Amendment and Restatement of
Competitive Advance and Revolving Credit Facility Agreement dated as of May 31,
1996 (as from time to time amended, the "Credit Agreement"), among the
undersigned, the Banks from time to time party thereto, Texas Commerce Bank
National Association, as Agent, and Chemical Bank, as Auction Administration
Agent. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement. The
undersigned hereby gives you notice pursuant to Section 2.03 of the Credit
Agreement that it requests a Competitive Borrowing under the Credit Agreement,
and in that connection sets forth below the terms on which such Committed
Borrowing is requested to be made:

(A) Borrowing Date of Committed
Borrowing (which is a Business Day) ______________________________

(B) Principal Amount of
Committed Borrowing 1/ ______________________________

(D) Interest Period and the last
day thereof 3/ ______________________________

By each of the delivery of this Notice of Committed Borrowing and
the acceptance of any or all of the Loans made by the Banks in response to this
request, the undersigned shall be deemed to have represented and warranted that
the conditions to lending specified in Article III of the Credit Agreement have
been satisfied with respect to the Committed Borrowing requested hereby.

Very truly yours,

SYSCO CORPORATION

By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------

- ---------------
1/ Not less than $20,000,000 and in integral multiples of $5,000,000.
2/ Eurodollar Loans or Alternate Base Loans.
3/ Which shall have a duration (i) in the case of Eurodollar Loans, of one,
two, three or six months, and (ii) in the case of Alternate Base Loans, of
90 days, and which, in either case, shall end not later than the
Termination Date.
<PAGE> 86
Exhibit B

FORM OF NOTICE TO BANKS OF COMPETITIVE BID REQUEST

[Name of Bank]
[Address of Bank] [Date]

Attention:

Dear Sirs:

Reference is made to the Sixth Amendment and Restatement of
Competitive Advance and Revolving Credit Facility Agreement dated as of May 31,
1996 (as from time to time amended, the "Credit Agreement"), among SYSCO
Corporation (the "Company"), the Banks from time to time party thereto, Texas
Commerce Bank National Association, as Agent, and the undersigned, as Auction
Administration Agent. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
The Company delivered a Request for Competitive Bids requesting a Competitive
Bid on __________, 19__ pursuant to Section 2.02(a) of the Credit Agreement,
and in that connection you are invited to submit a Competitive Bid by
[Date] / [Time] . 1/ Your Competitive Bid must comply with Section
2.02(b) of the Credit Agreement and the terms set forth below on which the
Notice of Competitive Borrowing was made:

(A) Date of Competitive Borrowing ______________________________

(B) Principal amount of
Competitive Borrowing ______________________________

(D) Interest Period and the last
day thereof ______________________________

Very truly yours,

CHEMICAL BANK, as Auction
Administration Agent,

By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------

1/ The Competitive Bid must be received by the Auction Administration Agent
(i) in the case of Eurodollar Loans, not later than 1:00 p.m., Houston,
Texas time, four Business Days before a proposed Competitive Borrowing,
and (ii) in the case of Fixed Rate Loans, not later than 8:30 a.m.,
Houston, Texas time, on the Borrowing Date specified for a proposed
Competitive Borrowing.
<PAGE> 87
Exhibit C

FORM OF COMPETITIVE BID

Chemical Bank, as Auction Administration
Agent for the Banks
referred to below
140 East 45th Street, 29th Floor
New York, New York 10017
[Date]

Attention: Agent Bank Services

Dear Sirs:

The undersigned, [Name of Bank], refers to the Sixth Amendment
and Restatement of Competitive Advance and Revolving Credit Facility Agreement
dated as of May 31, 1996 (the "Credit Agreement"), among SYSCO Corporation (the
"Company"), the Banks from time to time party thereto, Texas Commerce Bank
National Association, as Agent, and Chemical Bank, as Auction Administration
Agent. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement. The
undersigned hereby makes a Competitive Bid pursuant to Section 2.02(b) of the
Credit Agreement, in response to the Request for Competitive Bids (the
"Competitive Bid Request") made by the Company on _________, 19__, and in that
connection sets forth below the terms on which such Competitive Bid is made:

(A) Principal Amount 1/ ______________________________

(B) Competitive Bid Rate 2/ ______________________________

The undersigned hereby confirms that it is prepared to extend
credit to the Company upon acceptance by the Company of this bid in accordance
with Section 2.02(d) of the Credit Agreement.

Very truly yours,

[NAME OF BANK]

By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------

- ---------------
1/ Not less than $5,000,000 or greater than the available Total Commitment and
in integral multiples of $1,000,000. Multiple bids will be accepted by the
Auction Administration Agent.

2/ i.e., LIBO Rate + or - ___%, in the case of Eurodollar Loans, or ___%, in
the case of Fixed Rate Loans (in each case, expressed in the form of a
decimal to no more than four decimal places).

3/ The Interest Period must be the Interest Period specified in the
Competitive Bid Request.
<PAGE> 88
Exhibit D-1

FORM OF COMPETITIVE NOTE

$300,000,000.00 Dated: _________, 19__

FOR VALUE RECEIVED, the undersigned, SYSCO CORPORATION, a
Delaware corporation (the "Company"), HEREBY PROMISES TO PAY to the order of

(the "Bank") on or before the Termination Date the lesser of (i) Three Hundred
Million and no/100 Dollars ($300,000,000.00) and (ii) the aggregate amount of
Competitive Loans made by the Bank to the Company and outstanding on the
Termination Date. The principal amount of each Competitive Loan made by the
Bank to the Company pursuant to the Credit Agreement (as hereinafter defined)
shall be due and payable on the last day of the Interest Period for such Loan.

The Company promises to pay interest on the unpaid principal
amount of each Competitive Loan from the date of such Competitive Loan until
such principal amount is paid in full, at such interest rates, and payable at
such dates and times, as are specified in the Sixth Amendment and Restatement
of Competitive Advance and Revolving Credit Facility Agreement dated as of May
31, 1996 (as the same may from time to time be amended, modified or
supplemented, the "Credit Agreement," the terms defined therein and not
otherwise defined herein being used herein as therein defined) among the
Company, the Bank and certain other banks parties thereto, Chemical Bank, as
Auction Administration Agent, and Texas Commerce Bank National Association, as
Agent for the Bank and such other banks.

Both principal and interest are payable in same day funds in
lawful money of the United States of America to Texas Commerce Bank National
Association, as Agent, at 1111 Fannin, Houston, Texas, or at such other place
as the Agent shall designate in writing to the Company. The amount and type of
each Competitive Loan made by the Bank to the Company and the maturity thereof,
the rate of interest applicable thereto and all payments made on account of
principal and interest hereof, shall be recorded by the Bank and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; provided, that the failure of the Bank to make such a notation
or any error therein shall not in any manner affect the obligation of the
Company to repay such Committed Loan in accordance with the terms of the Credit
Agreement and this Promissory Note.

This Promissory Note may be held by the Bank for the account of
its Domestic Lending Office or its Eurodollar Lending Office and may be
transferred from one to the other from time to time as the Bank may determine.

This Promissory Note is one of the Competitive Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, (i) provides for the making of Committed Loans
and Competitive Loans by the Bank to the Company from time to
<PAGE> 89
time, the indebtedness of the Company resulting from each such Competitive Loan
being evidenced by this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated
events, also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified, and to the
effect that no provision of the Credit Agreement or this Promissory Note shall
require the payment or permit the collection of interest in excess of the
Highest Lawful Rate.

The Company and any and all endorsers, guarantors and sureties
severally waive grace, demand, presentment for payment, notice of dishonor or
default or intent to accelerate, protest and notice of protest and diligence in
collecting and bringing of suit against any party hereto, and agree to all
renewals, extensions or partial payments hereon and to any release or
substitution of security herefor, in whole or in part, with or without notice,
before or after maturity.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of Texas, and any applicable laws of the
United States of America.

SYSCO CORPORATION

By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
<PAGE> 90

LOANS, MATURITIES,
AND PAYMENTS OF PRINCIPAL AND INTEREST

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Rate of
Amount Interest Amount of Amount of Unpaid
Borrowing and Type of Maturity of Applicable Principal Interest Principal Notation Made
Date Loan Loan to Loan Paid Paid Balance By
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>

- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 91
Exhibit D-2

FORM OF COMMITTED NOTE

Dated: ________, 19___

FOR VALUE RECEIVED, the undersigned, SYSCO CORPORATION, a
Delaware corporation (the "Company"), HEREBY PROMISES TO PAY to the order of

(the "Bank") on or before the Termination Date the lesser of (i) the amount of
the Bank's Commitment and (ii) the aggregate amount of Committed Loans made by
the Bank to the Company and outstanding on the Termination Date. The principal
amount of each Committed Loan made by the Bank to the Company pursuant to the
Credit Agreement (as hereinafter defined) shall be due and payable on the last
day of the Interest Period for such Loan.

The Company promises to pay interest on the unpaid principal
amount of each Committed Loan from the date of such Committed Loan until such
principal amount is paid in full, at such interest rates, and payable at such
dates and times, as are specified in the Sixth Amendment and Restatement of
Competitive Advance and Revolving Credit Facility Agreement dated as of May 31,
1996 (as the same may from time to time be amended, modified or supplemented,
the "Credit Agreement," the terms defined therein and not otherwise defined
herein being used herein as therein defined) among the Company, the Bank and
certain other banks parties thereto, Chemical Bank, as Auction Administration
Agent, and Texas Commerce Bank National Association, as Agent for the Bank and
such other banks.

Both principal and interest are payable in same day funds in
lawful money of the United States of America to Texas Commerce Bank National
Association, as Agent, at 1111 Fannin, Houston, Texas, or at such other place
as the Agent shall designate in writing to the Company. The amount and type of
each Committed Loan made by the Bank to the Company and the maturity thereof,
the rate of interest applicable thereto and all payments made on account of
principal and interest hereof, shall be recorded by the Bank and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note; provided, that the failure of the Bank to make such a notation
or any error therein shall not in any manner affect the obligation of the
Company to repay such Committed Loan in accordance with the terms of the Credit
Agreement and this Promissory Note.

This Promissory Note is one of the Committed Notes referred to
in, and is entitled to the benefits of, the Credit Agreement. The Credit
Agreement, among other things, (i) provides for the making of Committed Loans
and Competitive Loans by the Bank to the Company from time to time, the
indebtedness of the Company resulting from each such Committed Loan being
evidenced by this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated
events, also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified, and to the
effect that no provision of the Credit Agreement or this Promissory Note shall
require the payment or permit the collection of interest in excess of the
Highest Lawful Rate.

This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of Texas, and any applicable laws of the
United States of America.

SYSCO CORPORATION

By:
----------------------------------
Name:
--------------------------
Title:
-------------------------

-2-
<PAGE> 93
LOANS, MATURITIES,
AND PAYMENTS OF PRINCIPAL AND INTEREST

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Rate of Amount of Amount of
Amount Interest Principal Interest Unpaid
Borrowing and Type of Maturity of Applicable Paid or Paid or Principal Notation Made
Date Loan Loan to Loan Prepaid Prepaid Balance By
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>

- ------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

-3-
<PAGE> 94
EXHIBIT E-1

[Letterhead of Arnall Golden & Gregory]

[Date of Initial Borrowing]

The Banks and the Agents Referred to Below
c/o Texas Commerce Bank National
Association, as Agent
712 Main Street
Houston, Texas 77002

Gentlemen:

We have acted as counsel for SYSCO Corporation, a Delaware corporation
(the "Company"), in connection with the preparation, execution and delivery of
the Competitive Advance and Revolving Credit Facility Agreement dated as of
July 27, 1988 (the "Credit Agreement") among the Company, Texas Commerce Bank
National Association, as agent (the "Agent"), Chemical Bank, as auction
administration agent (the "Auction Administration Agent"), and the other banks
parties thereto (the "Banks"). This opinion is being rendered pursuant to
Section 3.01(d) of the Credit Agreement. Capitalized terms used herein which
are defined in the Credit Agreement shall have the meanings specified therein
unless otherwise defined herein.

We have examined (a) counterparts of the Credit Agreement which have
been executed by the Agent, the Auction Administration Agent, the Company and
each of the Banks, (b) the Notes delivered by the Company to the Agent for the
account of the respective Banks on the date hereof pursuant to Section 3.01(a)
of the Credit Agreement, and (c) the Asset Purchase Agreement. We have also
examined certificates of officers of the Company, certificates, letters and
statements of public officials, the opinion of Michael C. Nichols referred to
below and such other instruments, documents and papers as we have deemed
necessary as the basis for the opinions hereinafter expressed.

Based upon the foregoing and subject to the qualifications and
assumptions set forth below, and having regard to legal considerations which we
deem relevant, we are of the opinion as of the date hereof that:

1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and each Subsidiary
which is organized under the laws of a jurisdiction within the United States is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation as shown on Schedule I to the
Credit Agreement. Each of the Company and each such Subsidiary (a) is duly
qualified as a foreign
<PAGE> 95
corporation in good standing in all jurisdictions certified to us by the
Company as being the only jurisdictions in which the nature of the business
conducted by it makes such qualification necessary and where the failure to be
so qualified could materially and adversely affect the business, properties,
operation or condition, financial or otherwise, of the Company and the
Consolidated Subsidiaries taken as a whole and (b) has all requisite corporate
power to own or lease its properties, conduct its business as now being
conducted and, in the case of the Company, to execute and deliver, and to
perform its obligations under the Credit Agreement and the Notes.

2. The execution, delivery and performance by the Company of the
Credit Agreement and the Notes have been duly authorized by all necessary
corporate action and do not and will not (a) require any consent or approval by
its stockholders, (b) violate any provision of (i) its charter or bylaws, (ii)
any law, rule or regulation (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or (iii) to our knowledge,
any order, writ, judgment, injunction, decree, determination or award currently
in effect having applicability to it or any Subsidiary, (c) result in a breach
of or constitute a default under any indenture or loan or credit agreement or
any other agreement, lease or instrument known to us to which it or any
Subsidiary is a party or by which it or any Subsidiary or their respective
properties may be bound or affected, or (d) to our knowledge, result in, or
require the creation or imposition of, any Lien upon or with respect to any of
the properties now owned or hereafter acquired by the Company or any
Subsidiary; and to our knowledge, neither the Company nor any Subsidiary is in
default under any such law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award or any such indenture, agreement,
lease or instrument.

3. No authorization, consent, approval, license or exemption of, or
filing or registration with, any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, is or will be
necessary under present laws or regulations for the valid execution, delivery
and performance by the Company of the Credit Agreement or the Notes.

4. The Credit Agreement and the Notes have been duly executed and
delivered by the Company and constitute legal, valid and binding obligations of
the Company enforceable against it in accordance with their respective terms.

5. The Company has no Subsidiaries other than those listed on
Schedule I to the Credit Agreement. All of the outstanding capital stock of
each of the Subsidiaries has been validly issued, is fully paid and is
non-assessable and, other than directors' qualifying shares, is owned directly
or indirectly by the Company free and clear of any Liens.

6. To our knowledge, there are no actions, suits or proceedings
pending or threatened against or affecting the Company or any Subsidiary, or
the properties of the Company or any Subsidiary, before any court or
governmental department, commission, board, bureau, agency or instrumentality,
which, if determined adversely to the Company or such Subsidiary, could have a
material adverse effect on the business, properties, operation or condition,
financial or otherwise, of the Company and the Consolidated Subsidiaries taken
as a whole or on the ability of the Company to perform its obligations under
the Credit Agreement and the Notes.

-2-
<PAGE> 96
7. Neither the Company nor any Subsidiary is engaged in the business
of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System).

8. The transactions contemplated by the Asset Purchase Agreement
have been consummated substantially in accordance with the terms of the Asset
Purchase Agreement, and such consummation did not (a) violate any provisions of
the respective charters or bylaws of the Company or any Subsidiary , (b)
violate in any material respect any law, rule or regulation or, to our
knowledge, any order, writ, judgment, injunction, decree, determination or
award applicable to the Company or any Subsidiary or (c) to our knowledge,
result in or require the creation or imposition of any Lien upon or with
respect to any of the properties owned by the Company or any Subsidiary, other
than Liens permitted by the Credit Agreement.

9. The Company is not an "investment company" or a company
controlled by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended. The foregoing opinion is subject to the
following qualifications and assumptions:

(A) In giving the opinion expressed in paragraph 4 above, we
have assumed that the Banks and the Agents have all requisite power and
authority to execute, deliver and perform under the Credit Agreement and
have duly authorized, executed and delivered the Credit Agreement.

(B) The enforceability of the Credit Agreement and the Notes
may be limited by general principles of equity and by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the
enforcement of creditors' rights generally.

(C) We express no opinion as to whether federal law allows any
of the Banks located in a state other than the State of Texas to
contract for, take, receive, reserve or charge interest in respect of
the Loans or Notes (i) at a rate permitted by the laws of such other
state but in excess of the maximum rate permitted by the laws of the
State of Texas or (ii) at a rate permitted by the laws of the State of
Texas but in excess of the maximum rate permitted by the laws of such
other state.

(D) The enforcement of certain remedial provisions (including
indemnity provisions) of the Credit Agreement may be limited by
applicable laws (including judicial decisions), but such laws do not, in
our opinion, make the remedies afforded by such provisions inadequate
for the practical realization of the benefits intended to be provided
thereby.

(E) The opinions expressed in paragraph 1 above with respect
to the good standing of the Company and the Subsidiaries in each of the
jurisdictions referred to therein are based solely upon certificates,
letters or statements of appropriate officials of such jurisdictions
dated as of recent dates.

-3-
<PAGE> 97
(F) In giving the opinions expressed in paragraphs 3 and 5
above, we have relied upon the representations and warranties as to
factual matters contained in Section 4.02 of the Credit Agreement.

(G) In giving the opinion expressed in paragraph 7 above, we
have relied upon the representations and warranties as to factual
matters contained in Section 4.10 of the Credit Agreement.

(H) The opinions set forth above are based solely upon federal
law, the laws of the State of Georgia, the laws of the State of Texas
and the corporate laws of the State of Delaware insofar as such laws are
concerned, in each case as in effect on the date hereof and without
reference to conflict of laws. We are not qualified to practice law in
the State of Texas and, in rendering the foregoing opinions we have
relied, as to matters governed by the laws of the State of Texas, solely
upon the opinion of Michael C. Nichols, General Counsel to the Company,
delivered to you on the date hereof pursuant to Section 3.01(d) of the
Credit Agreement. Such opinion is in form and scope satisfactory to us
and, in our opinion, both we and you are justified in relying thereon.

(I) This opinion is limited to matters expressly set forth
herein, and no opinion is to be inferred or may be implied beyond the
matters expressly so stated. We undertake no obligation to advise you
of any changes in the matters set forth herein which may occur after the
date hereof.

(J) The phrase "to our knowledge", when used with respect to
any opinion expressed herein, means that such opinion is based upon the
actual conscious knowledge of the attorneys within this Firm engaged in
the representation of the Company either generally or in connection with
the Credit Agreement and/or Asset Purchase Agreement after conducting
appropriate discussions with responsible officers of the Company and
examining the files at this Firm which were generated in connection with
the Asset Purchase Agreement and/or the Credit Agreement, but such
opinion is given without any other independent investigation.

This opinion has been provided at your request and solely for your
benefit in connection with the Loans and no other person or entity (other than
a Person who becomes a Bank under the Credit Agreement, provided that this
opinion shall not be deemed to be restated or confirmed at or as of the time
such Person becomes a Bank) shall be entitled to rely hereon without the
express written consent of Arnall Golden & Gregory.

Sincerely,

ARNALL GOLDEN & GREGORY

-4-
<PAGE> 98
EXHIBIT E-2

[Date of Initial Borrowing]

The Banks and the Agents Referred to Below
c/o Texas Commerce Bank National
Association, as Agent
1111 Fannin
Houston, Texas 77002

Gentlemen:

I am General Counsel of SYSCO Corporation, a Delaware corporation (the
"Company"). This opinion is being rendered pursuant to Section 3.01(d) of the
Competitive Advance and Revolving Credit Facility Agreement dated as of July
27, 1988, (the "Credit Agreement") among the Company, Texas Commerce Bank
National Association, as agent (the "Agent"), Chemical Bank, as auction
administration agent (the "Auction Administration Agent"), and the other banks
parties thereto (the "Banks"). Capitalized terms used herein which are defined
in the Credit Agreement shall have the meanings specified therein unless
otherwise defined herein.

I have examined (a) counterparts of the Credit Agreement which have been
executed by the Agent, the Auction Administration Agent, the Company and each
of the Banks, (b) the Notes delivered by the Company to the Agent for the
account of the respective Banks on the date hereof pursuant to Section 3.01(a)
of the Credit Agreement, and (c) the Asset Purchase Agreement. I have also
examined certificates of officers of the Company, certificates, letters and
statements of public officials and such other instruments, documents and papers
as I have deemed necessary as the basis for the opinions hereinafter expressed.

Based upon the foregoing and subject to the qualifications and
assumptions set forth below, and having regard to legal considerations which we
deem relevant, I am of the opinion as of the date hereof that:

1. Each of the Company and each Subsidiary which is organized
under the laws of a jurisdiction within the United States (a) is duly qualified
as a foreign corporation in good standing in all jurisdictions in which the
nature of the business conducted by it makes such qualification necessary and
where the failure to be so qualified could materially and adversely affect the
business, properties, operation or condition, financial or otherwise, of the
Company and the Consolidated Subsidiaries taken as a whole and (b) has all
requisite corporate power to own or lease its properties, conduct its business
as now being conducted and, in the case of the Company, to execute and deliver,
and to perform its obligations under, the Credit Agreement and the Notes.
<PAGE> 99
2. The execution, delivery and performance by the Company of the
Credit Agreement and the Notes have been duly authorized by all necessary
corporate action and do not and will not (a) require any consent or approval by
its stockholders, (b) violate any provision of (i) its charter or bylaws, (ii)
any law, rule or regulation (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System) or (iii) to the best of my
knowledge after due inquiry, any order, writ, judgment, injunction, decree,
determination or award currently in effect having applicability to it or any
Subsidiary, (c) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease or
instrument known to me after due inquiry to which it or any Subsidiary is a
party or by which it or any Subsidiary or their respective properties may be
bound or affected, or (d) to the best of my knowledge after due inquiry, result
in, or require the creation or imposition of, any Lien upon or with respect to
any of the properties now owned or hereafter acquired by the Company or any
Subsidiary; and to the best of my knowledge after due inquiry, neither the
Company nor any Subsidiary is in default under any such law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award or any such
indenture, agreement, lease or instrument.

6. To the best of my knowledge after due inquiry, there are no
actions, suits or proceedings pending or threatened against or affecting the
Company or any Subsidiary, or the properties of the Company or any Subsidiary,
before any court or governmental department, commission, board, bureau, agency
or instrumentality, which, if determined adversely to the Company or such
Subsidiary, could have a material adverse effect on the business, properties,
operation or condition, financial or otherwise, of the Company and the
Consolidated Subsidiaries taken as a whole or on the ability of the Company to
perform its obligations under the Credit Agreement and the Notes.

7. Neither the Company nor any Subsidiary is engaged in the business
of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System).

-2-
<PAGE> 100
or any Subsidiary , (b) violate in any material respect any law, rule or
regulation or, to our knowledge, any order, writ, judgment, injunction, decree,
determination or award applicable to the Company or any Subsidiary or (c) to
our knowledge, result in or require the creation or imposition of any Lien upon
or with respect to any of the properties owned by the Company or any
Subsidiary, other than Liens permitted by the Credit Agreement.

The foregoing opinion is subject to the following qualifications and
assumptions:

(A) In giving the opinion expressed in paragraph 4 above, I
have assumed that the Banks and the Agents have all requisite power and
authority to execute, deliver and perform under the Credit Agreement and
have duly authorized, executed and delivered the Credit Agreement.

(C) I express no opinion as to whether federal law allows any
of the Banks located in a state other than the State of Texas to
contract for, take, receive, reserve or charge interest in respect of
the Loans or Notes (i) at a rate permitted by the laws of such other
state but in excess of the maximum rate permitted by the laws of the
State of Texas or (ii) at a rate permitted by the laws of the State of
Texas but in excess of the maximum rate permitted by the laws of such
other state.

(F) The opinions set forth above are based solely upon federal
law, the laws of the State of Texas and the corporate laws of the State
of Delaware insofar as such laws are concerned, in each case as in
effect on the date hereof and without reference to conflict of laws.

(G) This opinion is limited to matters expressly set forth
herein, and no opinion is to be inferred or may be implied beyond the
matters expressly so stated. I undertake no obligation to advise you of
any changes in the matters set forth herein which may occur after the
date hereof.

-3-
<PAGE> 101
This opinion has been provided at your request and solely for your
benefit in connection with the Loans and no other person or entity (other than
Arnall Golden & Gregory which shall be entitled to rely on the opinion in
rendering the opinion required of it under Section 3.01(d) of the Credit
Agreement and other than any Person who shall become a Bank under the Credit
Agreement, provided that this opinion shall not be deemed to be restated or
confirmed at or as of the time such Person becomes a Bank) shall be entitled to
rely hereon without my express written consent.

Sincerely,

Michael C. Nichols, Esquire
General Counsel

-4-
<PAGE> 102
Exhibit F

[Date of Initial Borrowing]

The Banks and the Agents
Referred to Below
c/oTexas Commerce Bank National
Association, as Agent
712 Main Street
Houston, Texas 77002

Gentlemen:

We have acted as special counsel for Texas Commerce Bank National
Association, in connection with the Competitive Advance and Revolving Credit
Facility Agreement dated as of July 27, 1988 (the "Credit Agreement") among
SYSCO Corporation (the "Company"), Texas Commerce Bank National Association, as
agent (the "Agent"), Chemical Bank, as auction administration agent (the
"Auction Administration Agent"), and the other banks parties hereto (the
"Banks"). This opinion is being rendered pursuant to Section 3.01(c) of the
Credit Agreement. Capitalized terms used herein which are defined in the
Credit Agreement shall have the meanings specified therein unless otherwise
defined herein.

We have examined (a) counterparts of the Credit Agreement which have
been executed by the Agent, the Auction Administration Agent, the Company and
each of the Banks and (b) the Notes delivered by the Company to the Agent for
the account of the respective Banks on the date hereof pursuant to Section
3.01(a) of the Credit Agreement. We understand, and for purposes hereof have
assumed, that (i) the Credit Agreement and the Notes of the Company have been
duly authorized, executed and delivered by the Company and the Company has the
requisite power and authority to execute, deliver and perform such instruments
and (ii) the Credit Agreement has been duly authorized, executed and delivered
by the several Banks, the Agent and the Auction Administration Agent.

Based on the foregoing and having due regard for legal considerations
which we deem relevant, we are of the opinion that the Credit Agreement and the
Notes constitute valid, binding and enforceable obligations of the Company
enforceable against it in accordance with their respective terms.
<PAGE> 103
The foregoing opinion is subject to the following qualifications:

(A) The enforceability of the Credit Agreement and the Notes may be
limited by general principles of equity and by bankruptcy, insolvency,
reorganization, moratorium, and similar laws affecting the enforcement of
creditors' rights generally.

(B) We express no opinion as to whether federal law allows any of the
Banks located in a state other than the State of Texas to contract for, take,
receive, reserve or charge interest in respect of the Loans or the Notes (i) at
a rate permitted by the laws of such other state but in excess of the maximum
rate permitted by the laws of the State of Texas or (ii) at a rate permitted by
the laws of the State of Texas but in excess of the maximum rate permitted by
the laws of such other state.

(C) The enforcement of certain remedial provisions (including
indemnity provisions) of the Credit Agreement may be limited by applicable laws
(including judicial decisions), but such laws do not, in our opinion, make the
remedies afforded by such provisions inadequate for the practical realization
of the benefits intended to be provided thereby.

This opinion is limited in all respects to the laws of the State of
Texas and applicable federal law. This opinion is provided solely for your
benefit and, without our prior written consent, this opinion may not be relied
upon in any manner by any other Person (other than a Person who becomes a Bank
under the Credit Agreement).

Very truly yours,

-2-
<PAGE> 104
Exhibit G

ADMINISTRATIVE QUESTIONNAIRE

SYSCO CORPORATION

$300,000,000 SIXTH AMENDMENT AND RESTATEMENT OF COMPETITIVE ADVANCE
AND REVOLVING CREDIT FACILITY AGREEMENT

NOTE TO PARTICIPANTS: PLEASE FORWARD THIS COMPLETED
FORM AS SOON AS POSSIBLE TO:

PLEASE TYPE ALL INFORMATION.

Agent: Texas Commerce Bank National Association
- -----
712 Main Street
Houston, Texas 77002
Attention: Loan Syndications

Telecopier: 713/216-2291
- ----------

Full Legal Name of your Bank:
--------------------------------------------
Exact name of signing officer:
--------------------------------------------
Title of signing Officer:
--------------------------------------------

Business address for delivery of
execution copies of credit
agreement (Please do not
--------------------------------------------
use P. O. Box address; hand
--------------------------------------------
deliveries cannot be made):
--------------------------------------------

Signing officer's phone no.:
--------------------------------------------
Alternate officer contact:
--------------------------------------------
Alternate officer's phone no.:
--------------------------------------------

Lending Offices:
- ---------------

Name and Address of:
--------------------------------------------
Domestic Lending Office:
--------------------------------------------

--------------------------------------------

Name and Address of Eurodollar
Lending Office:
--------------------------------------------

--------------------------------------------

--------------------------------------------
<PAGE> 105
PRIMARY CONTACT INFORMATION

We will send all telecopies to a single number (the Primary or Alternate
Contact number listed below) at the banking location you designate. These
contacts are those you designate for critical telecopies (rates, loan amounts,
pay downs, etc.).

1. Your bank's primary contacts for telecopies:

<TABLE>
<CAPTION>
PRIMARY PRIMARY ALTERNATE
NAME/ TELECOPIER TELECOPIER
PHONE NO. DEPARTMENT NO. NO.
--------- ---------- --- ---
<S> <C> <C> <C>

</TABLE>

<TABLE>
<CAPTION>
ALTERNATE PRIMARY ALTERNATE
NAME/ TELECOPIER TELECOPIER
PHONE NO. DEPARTMENT NO. NO.
--------- ---------- --- ---
<S> <C> <C> <C>

</TABLE>

2. While we will send all telecopies to a single telecopy number, we can
also indicate that up to two additional individuals should be
carbon-copied when the telecopy arrives at your bank. Please designate
the individuals and departments you would like such copies to be sent to
(Note: they must be at the same location):

<TABLE>
<CAPTION>
NAME DEPARTMENT
---- ----------
<S> <C>
(1)
------------------------------------------ -------------------------------------------------------

(2)
------------------------------------------ -------------------------------------------------------
</TABLE>

(If at any time any of the above information changes, please advise.)

-2-
<PAGE> 106
Hard-copy documents and notices should be sent to the following account officer
designated by your bank:

Officer's Name:
-------------------------------------------------
Title:
-------------------------------------------------
Street Address
-------------------------------------------------
(No P. O. Boxes please):
City, State, Zip:
-------------------------------------------------

GENERAL OPERATIONAL INFORMATION

<TABLE>
<S> <C>
OPERATING CONTACTS: NAME PHONE NO.
- ------------------ ---- ---------

Loan Department:
------------------------------------------ -------------------------------------

Loan Administrator:
------------------------------------------ -------------------------------------

Telecopy Operator:
------------------------------------------ -------------------------------------

Other:
------------------------------------------ -------------------------------------

</TABLE>

Movement of Funds: to us: Wire Fed Funds to:

Texas Commerce Bank National Association
ABA #113000609
for account number 10965
Attention: Loan Operations
Reference: SYSCO

to you: Wire Fed Funds to:

-------------------------------------------

-------------------------------------------
Attention:
-------------------------------
Reference:
-------------------------------

Publicity: How would you like your bank's name to appear in any
tombstone advertisements?

-3-
<PAGE> 107
PLEASE COMPLETE THE FOLLOWING INFORMATION
FOR COMPETITIVE AUCTIONS ONLY

Auction Administration
Agent: Chemical Bank
140 East 45th Street, 29th Floor
New York, New York 10017
Attn: Agent Bank Services

Telecopier: (212) 319-4941 Primary
(212) 319-4310 Back-up

Contacts: Janet Belden (212) 622-0011 Agent Bank Services

PRIMARY CONTACT
---------------
COMPETITIVE AUCTIONS
--------------------

Bank Name:
-------------------------------------------------------------------

Address:
---------------------------------------------------------------------

Primary Contact:
-------------------------------------------------------------

Title:
-----------------------------------------------------------------------

Department:
------------------------------------------------------------------

Telephone Number:
------------------------------------------------------------

Telecopier Number:
-----------------------------------------------------------

ALTERNATE CONTACT
-----------------
COMPETITIVE AUCTIONS
--------------------

Alternate Contact:
-----------------------------------------------------------

Title:
-----------------------------------------------------------------------

Department:
------------------------------------------------------------------

Telephone Number:
------------------------------------------------------------

Telecopier Number:
-----------------------------------------------------------

-4-
<PAGE> 108
Exhibit H

FORM OF ASSIGNMENT AND ACCEPTANCE

DATED ________, 19 __

Reference is made to the Sixth Amendment and Restatement of Competitive
Advance and Revolving Credit Facility Agreement dated as of May 31, 1996 (as it
may be amended from time to time herein referred to as the "Credit Agreement"),
among SYSCO Corporation, a Delaware corporation (the "Company"), the Banks (as
defined in the Credit Agreement) named therein, Texas Commerce Bank National
Association, as Agent, and Chemical Bank, as Auction Administration Agent.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement.

________________________ (the "Assignor") and _________________ (the
"Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the Assignee (without
recourse to the Assignor), and the Assignee hereby purchases and assumes from
the Assignor, a ___________% interest in and to all the Assignor's rights and
obligations under the Credit Agreement as of the Effective Date (as defined
below) (including, without limitation, such percentage interest in the
Commitment of the Assignor on the Effective Date and such percentage interest
in the Competitive Loans and the Committed Loans owing to the Assignor
outstanding on the Effective Date together with such percentage interest in all
unpaid interest with respect to such Competitive Loans and Committed Loans and
Facility Fee due to the Assignor accrued to the Effective Date and such
percentage interest in the Committed Note and the Competitive Note held by the
Assignor).

2. The Assignor (i) represents that as of the date hereof, its
Commitment (without giving effect to assignments thereof which have not yet
become effective) is $_______________________ and the outstanding balance of
its Competitive Loans is $__________________________ and the outstanding
balance of its Committed Loans is $_________________________; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto, other than that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Company or the performance or observance by the
Company of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) confirms that it
has delivered the Competitive Note and the Committed Note held by it to the
Agent and requests that the Agent exchange such Notes for a new Competitive
Note and a new Committed Note executed by the Company and payable to the
Assignee in a principal amount equal to $_________________________ and
$_________________________, respectively, and a new Committed Note and a new
Competitive Note executed by the Company and payable to the Assignor in a
principal amount equal to $______________________ and $_____________________,
respectively.
<PAGE> 109
3. The Assignee (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (ii) confirms that it
has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 4.04 or Section 5.01
thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (iii) agrees that it will, independently and without reliance upon
the Agent, the Auction Administration Agent, the Assignor or any other Bank and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iv) confirms that it is an Eligible Assignee; (v)
appoints and authorizes the Agent and the Auction Administration Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to each such Agent by the terms thereof, together
with such powers as are reasonably incidental thereto; (vi) agrees that it will
perform in accordance with their terms all the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Bank; and (vii)
agrees that it will keep confidential all information with respect to the
Company furnished to it by the Company or the Assignor (other than information
generally available to the public or otherwise available to the Assignor on a
nonconfidential basis); (viii) attaches hereto a completed Administrative
Questionnaire [; and (ix) attaches the forms prescribed by the Internal Revenue
Service of the United States certifying as to the Assignee's exemption from
United States withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement or such other documents as are necessary to
indicate that all such payments are subject to such tax at a rate reduced by an
applicable tax treaty].1/

4. The effective date for this Assignment and Acceptance shall be
_____________ (the "Effective Date").2/ Following the execution of this
Assignment and Acceptance, it will be delivered to the Agent for acceptance and
recording by the Agent pursuant to Section 8.11(c) of the Credit Agreement.

5. Upon such acceptance and recording, from and after the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

6. Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments in respect of the interest assigned
hereby (including payments of principal, interest, fees and other amounts) to
the Assignee. The Assignor and Assignee shall make

- ---------------

1/ If the Assignee is organized under the laws of a jurisdiction outside
the United States.

2/ See Section 8.11. Such date shall be at least five Business Days
after the execution of this Assignment and Acceptance and delivery
thereof to the Agent, unless otherwise agreed by the Assignor, the
Assignee, the Agent and the Company.

-2-
<PAGE> 110
all appropriate adjustments in payments for periods prior to the Effective Date
by the Agent or with respect to the making of this assignment directly between
themselves.

7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of Texas.

[NAME OF ASSIGNOR],

By:
---------------------------------
Name:
---------------------------

Title:
--------------------------

[NAME OF ASSIGNEE],

By:
---------------------------------

Name:
---------------------------
Title:
--------------------------

Accepted this day
-----------------
of , 19
-------------------- ------

Texas Commerce Bank National Association,
as Agent

By:
-----------------------------------
Name:
-----------------------------
Title:
----------------------------

SYSCO Corporation

By:
-----------------------------------
Name:
-----------------------------
Title:
----------------------------

-3-
<PAGE> 111
SCHEDULE I

[Intentionally Omitted]

<PAGE> 112
SCHEDULE II

SUBSIDIARIES OF SYSCO CORPORATION

<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVE SUBSIDIARIES JURISDICTION STATES
OF QUALIFIED
INCORPORATION IN
- -------------------------------------------------------------------------------------------------------------------------------
Allied-Sysco Food Services, Inc. California Nevada
- -------------------------------------------------------------------------------------------------------------------------------
Bell/Sysco Food Services, Inc. North Carolina Georgia
South Carolina
Tennessee
Virginia
- -------------------------------------------------------------------------------------------------------------------------------
Deaktor/Sysco Food Services Company Pennsylvania Ohio
West Virginia
- -------------------------------------------------------------------------------------------------------------------------------
K. W. Food Distributors Ltd. B.C. Canada
- -------------------------------------------------------------------------------------------------------------------------------
Maine/Sysco, Inc. Maine New Hampshire
- -------------------------------------------------------------------------------------------------------------------------------
Major-Sysco Food Services, Inc. California
- -------------------------------------------------------------------------------------------------------------------------------
Mid-Central/Sysco Food Services, Inc. Missouri Arkansas
Illinois
Iowa
Kansas
Texas
- -------------------------------------------------------------------------------------------------------------------------------
Miesel/Sysco Food Services Company Delaware Michigan
Ohio
Texas
- -------------------------------------------------------------------------------------------------------------------------------
Nobel/Sysco Food Services Company Colorado Arizona
California
Idaho
Kansas
Missouri
Nebraska
Nevada
New Mexico
Oklahoma
South Dakota
Texas
Utah
Wyoming

*Sysco Equipment & Furnishings DELAWARE Arizona
Company California

- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>

*2nd Tier Subsidiary 10/17/95
<PAGE> 113
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Colorado
Connecticut
District of Columbia
Florida
Georgia
Hawaii
Illinois
Iowa
Kansas
Louisiana
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Montana
Nebraska
Nevada
New Mexico
North Carolina
Oregon
Pennsylvania
South Dakota
Texas
Utah
Vermont
Virginia
Washington
Wyoming

- -------------------------------------------------------------------------------------------------------------------------------
Pegler-Sysco Food Services Company Nebraska Colorado
Iowa
Kansas
Minnesota
Missouri
North Dakota
South Dakota

*Pegler-Sysco Transportation Co. Nebraska

- -------------------------------------------------------------------------------------------------------------------------------

Ritter Sysco Food Services, Inc. New Jersey Connecticut
Maine
Massachusetts
New York
Pennsylvania

*Dowd Food Discount Corp. New Jersey
- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>
*2nd Tier Subsidiary 10/17/95
<PAGE> 114
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Smelkinson Sysco Food Services, Inc. Delaware District of
Columbia
Maryland
New Jersey
Pennsylvania
Virginia
West Virginia

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Avard Food Services Delaware California
Nevada
- -------------------------------------------------------------------------------------------------------------------------------

Sysco Financial Services, Inc. Delaware Texas

*Arrow-Sysco Food Services, Inc. Delaware Louisiana
Mississippi

*Hardin's-Sysco Food Services, Inc. Tennessee Arkansas
Illinois
Mississippi
Missouri

*Lankford-Sysco Food Services, Inc. Maryland Delaware
District of Columbia
New Jersey
North Carolina
Pennsylvania
Virginia
*Robert Orr-Sysco Food Services Tennessee
Company Alabama
Georgia
Kentucky
Louisiana
Mississippi
South Carolina
Virginia
*Sysco Food Services of Dallas, Inc. Delaware
Louisiana
Oklahoma
Texas

*Sysco Food Services of Houston, Inc. Delaware Texas

- -------------------------------------------------------------------------------------------------------------------------------

Sysco Food Services-Chicago, Inc. Delaware Illinois
Indiana
Iowa
Wisconsin
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*2nd Tier Subsidiary 10/17/95
<PAGE> 115
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services - Jacksonville, Delaware Florida
Inc. Georgia
South Carolina

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services - West Coast Delaware Florida
Florida, Inc.

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Arizona, Inc. Delaware Arizona
California
Nevada

*Sysco Arizona Leasing, Inc. Delaware Arizona

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Arkansas, Inc. Arkansas Missouri
Oklahoma
Texas

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Atlanta, Inc. Delaware Alabama
Georgia
North Carolina
South Carolina
Tennessee

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Atlantic City, Delaware Maryland
Inc. New Jersey
New York
Pennsylvania

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Austin, Inc. Delaware Texas

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Beaumont, Inc. Texas Louisiana

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Central Delaware Florida
Florida, Inc.

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Central Pennsylvania Delaware
Pennsylvania, Inc. District of Columbia
Maryland
New Jersey
Virginia

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Cleveland, Delaware Michigan
Inc. New York
Ohio
Pennsylvania

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Idaho, Inc. Idaho Nevada
Oregon
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*2nd Tier Subsidiary 10/17/95
<PAGE> 116
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Indianapolis, Delaware Illinois
Inc. Indiana
Iowa
Nebraska

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Iowa, Inc. Delaware Illinois
Indiana
Iowa
Nebraska

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Los Angeles, Inc. Delaware California

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Minnesota, Inc. Delaware Minnesota
Inc. North Dakota
South Dakota
Wisconsin

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Montana, Inc. Delaware Colorado
Idaho
Montana
Nebraska
North Dakota
Oregon
South Dakota
Utah
Washington
Wyoming

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Oklahoma, Inc. Delaware Oklahoma

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Philadelphia, Pennsylvania New Jersey
Inc.

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Portland, Inc. Delaware California
Idaho
Oregon
Washington

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of San Antonio, Delaware Texas
Inc.

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Seattle, Inc. Delaware Alaska
Idaho
Oregon
Washington

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of South Florida, Delaware Florida
Inc.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*2nd Tier Subsidiary 10/17/95
<PAGE> 117
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of St. Louis, Delaware Illinois
Inc. Indiana
Kentucky
Missouri
Tennessee

- -------------------------------------------------------------------------------------------------------------------------------
Sysco Food Services of Virginia, Inc. Virginia Maryland
North Carolina
Pennsylvania
Tennessee
West Virginia

- -------------------------------------------------------------------------------------------------------------------------------
Sysco/Frost-Pack Food Services, Inc. Michigan Illinois
Indiana
Ohio
Wisconsin
- -------------------------------------------------------------------------------------------------------------------------------
Sysco Intermountain Food Services, Delaware Idaho
Inc. Nevada
Utah
Wyoming
- -------------------------------------------------------------------------------------------------------------------------------
Sysco/Louisville Food Services Co. Delaware Illinois
Indiana
Kentucky
Ohio
Tennessee
Virginia
West Virginia
- -------------------------------------------------------------------------------------------------------------------------------
The SYGMA Network of Ohio, Inc. Delaware California
Florida
Georgia
Illinois
Indiana
Kentucky
Louisiana
Maryland
Massachusetts
Michigan
Missouri
New Jersey
New York
North Carolina
Ohio
Pennsylvania
Texas
Virginia
West Virginia
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*2nd Tier Subsidiary 10/17/95
<PAGE> 118
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
The SYGMA Network, Inc. Delaware Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
District of Columbia
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Minnesota
Mississippi
Missouri
Nebraska
Nevada
New Hampshire
New Jersey
New York
North Carolina
Oklahoma
Ohio
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Vermont
Virginia
Washington
Wisconsin
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*2nd Tier Subsidiary 10/17/95
<PAGE> 119
SCHEDULE III
EXISTING CONTINGENT LIABILITIES

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Form of Liability In Balance as of
Debtor Liability Favor Of 07/01/95 Maturity
================================================================================
<S> <C> <C> <C> <C>
Miesel/Sysco Guaranty of Comerica- $4,050,000 03/01/97
Food Services Sysco Detroit
Company Corporation
- --------------------------------------------------------------------------------
Sysco Food Guaranty of Society National 7,890,000 12/01/03
Services of Sysco
Cleveland, Inc. Corporation
- --------------------------------------------------------------------------------
Sysco Food Guaranty of Texas 6,860,000 03/01/01
Services of San Sysco Commerce
Antonio, Inc. Corporation Bank, N.A.
- --------------------------------------------------------------------------------
Sysco Food Guaranty of Texas 4,800,000 11/01/01
Services of Sysco Commerce
Dallas, Inc. Corporation Bank, N.A.
- --------------------------------------------------------------------------------
Deaktor/Sysco Guaranty of Penn. Industrial 1,177,000 11/30/00
Food Services Sysco Development
Company Corporation Authority
- --------------------------------------------------------------------------------
Mid-Central Guaranty of Texas 7,490,000 02/01/99
Sysco Food Sysco Commerce
Services, Inc. Corporation Bank, N.A.
- --------------------------------------------------------------------------------
Sysco Food Guaranty of Industrial 8,000,000 11/01/25
Services of Sysco Development
Seattle, Inc. Corporation Corporation of
the Port of
Seattle
- --------------------------------------------------------------------------------
Sysco Food Letter of Credit Chase 2,500,000 12/01/14
Services of Manhattan Bank
Montana, Inc.
- --------------------------------------------------------------------------------
K. W. Guaranty of Bank of Hong CN 10,000,000 3/10/00
Distributors Ltd. Sysco Kong
Corporation
- --------------------------------------------------------------------------------
K. W. Guaranty of The Toronto CN 17,000,000 03/10/00
Distributors Ltd. Sysco Dominion Bank
Corporation
- --------------------------------------------------------------------------------
K. W. Letter of Credit City of Port CN 90,000 10/31/96
Distributors Ltd. Coquitlam
================================================================================
</TABLE>

-1-
<PAGE> 120
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Form of Liability In Balance as of
Debtor Liability Favor Of 07/01/95 Maturity
================================================================================
<S> <C> <C> <C> <C>
The SYGMA Guaranty of Bank One Trust 525,000 02/01/99
Network of Sysco Company, N.A.
Ohio, Inc. Corporation
- --------------------------------------------------------------------------------
The SYGMA Guaranty of Bank One Trust 133,000 01/01/97
Network of Sysco Company, N.A.
Ohio, Inc. Corporation
- --------------------------------------------------------------------------------
Smelkinson Guaranty of Robert N. 257,760(1) 07/01/97
Sysco Food Sysco Smelkinson &
Services, Inc. Corporation Sheldon R. Roth
- --------------------------------------------------------------------------------
Smelkinson Guaranty of Robert N. 444,410(1) 05/31/96
Sysco Food Sysco Smelkinson,
Services, Inc. Corporation Joan S. Roth &
Vivian B. Thaler
- --------------------------------------------------------------------------------
Olewine's-Sysco Guaranty of Dauphine 242,000 06/01/96
Food Services Sysco Deposit Bank
Company Corporation and Trust
Company
- --------------------------------------------------------------------------------
Sysco Letter of Credit Travelers 314,416 N/A
Corporation Insurance
- --------------------------------------------------------------------------------
Sysco Letter of Credit Employers 7,000,000 06/30/96
Corporation Insurance
Company of
Wausau
- --------------------------------------------------------------------------------
Sysco Letter of Credit Employers 22,000,000 06/30/97
Corporation Insurance
Company of
Wausau
================================================================================
</TABLE>

(1) This represents the total rent payments of Sysco Smelkinson Food Services,
Inc., until the maturity date of the Leases.

-2-
<PAGE> 121
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Form of Liability In Balance as of
Debtor Liability Favor Of 07/01/95 Maturity
================================================================================
<S> <C> <C> <C> <C>
Sysco Letter of Credit Hanover 350,000 N/A
Corporation Insurance
Corporation
- --------------------------------------------------------------------------------
Sysco Guaranty of Industrial N/A N/A
Corporation Workers' Comp. Commission of
Liability Ohio
- --------------------------------------------------------------------------------
Sysco Guaranty of Bureau of N/A N/A
Corporation Workers' Comp. Workers'
Liability Compensation of
the Department
of Labor and
Industry of the
Commonwealth
of Pennsylvania
- --------------------------------------------------------------------------------
Sysco Letter of Credit National Union 2,000,000 6/30/98
Corporation Fire Insurance
Company of
Pittsburgh, PA
- --------------------------------------------------------------------------------
Sysco Letter of Credit United States 1,500,000 6/30/98
Corporation Fidelity &
Guaranty
Company
================================================================================
</TABLE>

-3-
<PAGE> 122
SCHEDULE IV

1. Under Section 6.05 of the Asset Purchase Agreement, the Company
is obligated to establish a tax-qualified defined benefit pension plan ("Plan")
substantially identical to the Staley Continental, Inc. Employees' Retirement
Plan ("Staley Plan"), which Plan is to cover those employees of the Company
who participated in the Staley Plan immediately prior to the closing of the
Asset Purchase Agreement.

The operation of Code Sections 401(a)(26) and 410 will, however, most
likely require the Company to terminate the Plan effective with the Plan Year
commencing in 1989. The Company accordingly expects that the termination of the
Plan will occur in the latter part of 1989.

2. The Company also maintains several other PBGC Plans which may
have to be terminated in 1989 as a result of the application of Code Sections
401(a)(26) and 410. Alternatively, while some of these PBGC Plans may
technically meet the requirements of those Code Sections, they nonetheless may
be terminated and/or consolidated or amended as part of a general restructuring
of the Company's qualified retirement plans as a consequence of the enactment
of the Tax Reform Act of 1986. While the Company is not in a position to
identify these PBGC Plans with specificity at this time, the Company does not
expect that any such terminations (whether singly or in the aggregate) will
have a material adverse financial impact on the Company and the Subsidiaries
taken as a whole. Further, the Company will satisfy its obligations under this
Agreement (e.g., notice, funding, etc.) with respect to any such termination(s).

1187c.29

<PAGE> 123
SCHEDULE V
EXISTING LIENS

DEBTOR COLLATERAL LIENHOLDER BALANCE MATURITY
- ------ ---------- ---------- ------- --------
<S> <C> <C> <C> <C>
Baraboo-Sysco Land & Bldg. Baraboo Industrial $ 72,000 01/01/95
Food Services, Land & Bldg. Expansion Corp. 106,000 12/01/94
Inc. Land & Bldg. 128,000 06/01/93

Bell-Sysco Facility Thomas & Howard 190,000 11/28/91
Food Services,
Inc.

Cochran-Sysco Facility Deposit Guaranty 1,095,000 12/01/94
Services National Bank

Global/Sysco Facility European American 1,080,000 11/01/93
Banking Corp.

Global/Sysco Real Estate Waldheim, Inc. 2,799,000 01/01/04

Global/Sysco Trucks Metro Trucking 507,000 11/01/08

Hallsmith-Sysco Land & Bldg. First National 3,610,000 05/01/04
Bank of Boston

Hardin's-Sysco Bldg. James & McGee 496,000 02/01/99
Food Services,
Inc.

Koon-Sysco Bldg. & Lot J. W. Classic 38,000 11/01/90
Food Services, Chicken
Inc.

Maine/Sysco, P P & E SRA 79,000 08/01/98
Inc. P P & E SRA 211,000 11/01/02

Mid-Central/ Facility First City 7,500,000 08/08/12
Sysco Food National Bank
Services, Inc. of Houston

Miesel/Sysco Warehouse Robert M. Levin 38,000 03/31/89
Food Service Co. Cleveland Trust
(Cleveland) Co.

KW Food Receivables Bank of 1,036,000 06/30/91
Distributors & Inventory British Columbia
Ltd.
</TABLE>
<PAGE> 124
<TABLE>
<CAPTION>
Debtor Collateral Lienholder Balance Maturity
- ------ ---------- ---------- ------- --------
<S> <C> <C> <C> <C>
Nobel/Sysco Bldg. Central Bank $ 107,000 12/01/92
Food Services Co. Bldg. Intrawest 2,950,000 02/01/01
(Denver) Mortgage

Nobel/Sysco Equipment Mohawk Data 3,000 01/01/88
Food Services Co. lease
(Denver)

Nobel/Sysco Food Facility Pacific Mutual 5,080,000 09/01/04
Services Co.
(Albuquerque)

Robert Orr - Facility First National 1,195,000 03/01/90
Sysco Food Bank of Nashville
Services Co.

Pegler - Sysco Facility First National 305,000 10/01/90
Food Services Bank & Trust of 1,130,000 10/01/95
Co. Lincoln

Facility First City 3,400,000 11/01/94
National Bank
of Houston

Sysco Food Facility State Farm 1,787,000 02/2000
Services, Inc.

Sysco Frosted Facility First City 5,200,000
Foods, Inc. National Bank of which
(Syracuse) Bank of Houston 3,000,000 04/01/03
2,200,000 04/01/08

Sysco Frosted Facility Manufacturers 3,100,000 11/01/98
Foods, Inc. & Traders
(Albany) Trust Co.

Sysco Frosted Facility Elmire 312,000 10/01/93
Foods, Inc. Savings Bank
(Elmira)

Sysco/General Food 2 Tracks Wheels, Inc. 4,000 08/01/89
Services, Inc.

Sysco
International Facility First Security 995,000 12/01/89
Food Services Bank of Utah
(Shire Warehouse)

Sysco/Gulf Facility Hibernia 90,000 02/01/89
Atlantic National Bank
Food Service
</TABLE>

-2-
<PAGE> 125
<TABLE>
<CAPTION>
Debtor Collateral Lienholder Balance Maturity
- ------ ---------- ---------- ------- --------
<S> <C> <C> <C> <C>

Sysco Food Warehouse Bankers Life $1,011,000 02/01/90
Services, Chicago Nebraska

*CFS Continental, Facility Continental Illinois 800,000
Inc. National Bank & of which
Trust Company 300,000 05/01/94
500,000 05/01/99

*CFS Continental, Facility First National Bank 1,134,000 06/01/97
Inc. of Minneapolis

*CFS Continental, Facility First Trust 1,382,500 02/01/99
Inc. Company of
Ohio, N.A.

*CFS Continental, Facility Bank of the 874,994 10/31/90
Inc. South, N.A.

*CFS Continental, Facility Bank of the 812,497 10/31/90
Inc. South, N.A.

*CFS Continental, Facility Security National 4,645,000 12/01/93
Inc. Bank of Kansas 12/01/03
City

*CFS Continental, Facility Bank One Trust 600,000 01/01/97
Inc. Company, N.A.

*CFS Continental, Facility Atlantic National 1,032,000 11/01/97
Inc. Bank of Florida

*CFS Continental, Facility Bank of the 1,300,000 09/01/93
Inc. South, N.A.

*CFS Continental, Facility Harris Trust 1,000,000 10/15/94
Inc. and Savings
Bank

**Fresh Start Facility Commersbank DM 5,000,000 12/30/89
Bakeries IR/ AC 06/30/97
FEB Backerum
CmbE

**Fresh Start Facility Commersbank DM 1,302,000 04/08/92
Bakeries AC
RCKS/TKB Backerum
CmbE

**Fresh Start Facility Commersbank DM 3,200,000 09/12/97
Bakeries (Reimhyp) AC

***The HAFI Facility The Indiana 2,964,000 04/01/05
Corporation National Bank
</TABLE>

-3-

<PAGE> 126
<TABLE>
<CAPTION>
Debtor Collateral Lienholder Balance Maturity
- ------ ---------- ---------- ------- --------
<S> <C> <C> <C> <C>
*** The KAVI Facility Globe Life 1,535,029 04/01/01
Corporation Insurance
Company

*** The KAVI Facility The First National 1,894,149 01/01/00
Corporation Bank of
Saint Paul

*** The KAVI Facility American 2,952,000 10/01/03
Corporation National
Bank and
Trust Company
of Chicago

*** Perlman-Rocque Facility First National 1,059,351 Demand****
(Far East) Ltd. Bank of Boston
and
Perseco Worldwide
Services. Ltd.

*** Perlman-Rocque Facility First National Varies Varies
(Far East) Ltd. Bank of Boston
and
Perseco Worldwide
Services. Ltd.

*Re-Mi Foods, Facility The Penn Mutual 1,623,021 08/01/92
Inc. Life Insurance
Company
</TABLE>

* Obligations to be assumed by Sysco Corporation or its subsidiaries upon
closing of Staley Continental, Inc. acquisition ("Closing").

** Obligations to be assumed by Sysco Corporation or its subsidiaries upon
Closing but which may be transferred in dispositions of relevant Debtor by
Sysco.

*** Obligations which might be assumed by Sysco Corporation or its
subsidiaries depending upon whether Debtor is to be divested by Sysco
Corporation or directly by Staley Continental, Inc.

**** Based on draft documentation only.

1831c

-4-

<PAGE> 1
EXHIBIT 4(e)

================================================================================

SYSCO CORPORATION

AND

FIRST UNION NATIONAL BANK OF NORTH CAROLINA

Trustee

--------------------

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 27, 1995

--------------------

Supplementing the Indenture
dated as of June 15, 1995

================================================================================
<PAGE> 2
FIRST SUPPLEMENTAL INDENTURE, dated as of the 27th day of June,
1995, between SYSCO CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Company"), and FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, a national banking association, as trustee (the "Trustee");

WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture dated as of June 15, 1995 (the "Original Indenture")
providing for the issuance by the Company from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or
more series (in the Original Indenture and herein called the "Securities"); and

WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original
Indenture, including Section 2.3 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this First Supplemental Indenture to the Original
Indenture as permitted by Sections 2.1, 2.3 and 8.1 of the Original Indenture
in order to establish the form or terms of, and to provide for the creation and
issue of, a series of Securities under the Original Indenture in the aggregate
principal amount of up to $150,000,000; and

WHEREAS, all things necessary to make the Securities, when
executed by the Company and authenticated and delivered by the Trustee or any
Authenticating Agent and issued upon the terms and subject to the conditions
hereinafter and in the Original Indenture set forth against payment therefor,
the valid, binding and legal obligations of the Company and to make this First
Supplemental Indenture a valid, binding and legal agreement of the Company,
have been done;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH
that, in order to establish the terms of a series of Securities, and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this First Supplemental Indenture and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

1.1 Definitions. Each capitalized term that is used herein and
is defined in the Original Indenture shall have the meaning specified in the
Original Indenture unless such term is otherwise defined herein.

"Stated Maturity" means June 15, 2005.

-1-
<PAGE> 3
1.2 Section References. Each reference to a particular section
set forth in this First Supplemental Indenture shall, unless the context
otherwise requires, refer to this First Supplemental Indenture.

ARTICLE II

TITLE AND TERMS OF SECURITIES

2.1 Title of the Securities. This First Supplemental Indenture
hereby establishes a series of Securities designated as the "6 1/2% Senior
Notes due June 15, 2005" of the Company (collectively referred to herein as the
"Senior Notes"). For purposes of the Original Indenture, the Senior Notes
shall constitute a single series of Securities.

2.2 Term of the Senior Notes. The Senior Notes shall mature on
June 15, 2005. In the event that the Stated Maturity of any Senior Note is not
a Business Day, principal and interest payable at maturity shall be paid on the
next succeeding Business Day with the same effect as if such Business Day were
such Stated Maturity and no interest shall accrue or be payable for the period
from and after such Stated Maturity to such next succeeding Business Day.

2.3 Amount and Denominations; Currency of Payment. The
aggregate principal amount in which the Senior Notes may be issued under this
First Supplemental Indenture is limited to $150,000,000.

The Senior Notes shall be issued in the form of one or more
Registered Global Securities in the name of Cede & Co., as registered owner and
nominee for The Depositary Trust Company, New York, New York ("DTC"). DTC
shall initially act as Depositary for the Senior Notes.

The Senior Notes shall be denominated in United States dollars
in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

2.4 Interest and Interest Rates. Each Senior Note shall bear
interest at the rate of 6 1/2% per annum from the date of issue or from the
most recent Interest Payment Date (as defined below) to which interest on such
Senior Note has been paid or duly provided for, commencing with the Interest
Payment Date next succeeding the date of issue, until the principal thereof is
paid or made available for payment. Interest shall be payable to the Person in
whose name a Senior Note is registered at the close of business on the Regular
Record Date (as defined below) next preceding an Interest Payment Date.
Notwithstanding the foregoing, if a Senior Note is originally issued after the
Regular Record Date and before the corresponding Interest Payment Date, the
first payment of interest on such Senior Note shall be made on the next
succeeding Interest Payment Date to the Person in whose name such Senior Note
was registered on the Regular Record Date with respect to such next succeeding
Interest Payment Date. Interest on each Senior Note shall be computed on the
basis of a 360-day year comprising twelve 30-day months.

-2-
<PAGE> 4
2.5 Interest Payments

The Interest Payment Dates for each Senior Note shall be June 15
and December 15 in each year, beginning December 15, 1995, and the Regular
Record Dates shall be the May 31 and November 30 preceding such June 15 and
December 15 Interest Payment Dates. Interest shall also be payable at maturity
of any Senior Note.

If an Interest Payment Date with respect to any Senior Note would
otherwise fall on a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day with respect to such
Senior Note and no interest shall accrue or be payable on such next succeeding
Business Day for the period from and after such original Interest Payment Date
to such next succeeding Business Day.

Except as provided in the preceding paragraph, interest payments
shall be in the amount of interest accrued to, but excluding, the Interest
Payment Date.

2.6 Place of Payment, Transfer and Exchange. The Company
authorizes and appoints the Trustee as the sole Paying Agent with respect to any
Senior Notes represented by Registered Global Securities without prejudice to
the Company's authority to appoint additional Paying Agents from time to time
pursuant to Section 3.4 of the Original Indenture. Payments of principal on
each Senior Note and interest thereon payable at maturity shall be made in
immediately available funds, at the request of the Holder, at the office or
agency of the Paying Agent in New York, New York or any other duly appointed
Paying Agent; provided that such Senior Note is presented to the Paying Agent in
time for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. In addition, the Company may maintain a drop agent, in
such location or locations as the Company may select, to provide the Holders
with an office at which they may present the Senior Notes for payment. The
Company hereby acknowledges that any such drop agent will accept Senior Notes
for presentment, take payment instructions from the Holder and forward such
Senior Notes and any related payment instructions to the Paying Agent by
overnight courier, for next day delivery. Such Senior Notes shall be deemed to
be presented to the Paying Agent on the Business Day next succeeding the day the
Senior Notes are delivered to any such drop agent.

So long as the Senior Notes are represented by a Registered
Global Security, interest (other than interest payable at maturity) shall be
paid in immediately available funds by wire transfer to the Depositary for such
Senior Notes, upon the written order of the Depositary. With respect to Senior
Notes not represented by a Registered Global Security, interest (other than
interest payable at maturity) shall be paid by check mailed to the address of
the Person entitled thereto as it appears in the Security register.

The Company appoints the Trustee as the sole Security registrar
with respect to the Senior Notes, without prejudice to the Company's authority
to appoint additional Security registrars from time to time pursuant to Section
2.8 of the Original Indenture. The Senior Notes may be presented by the
Holders thereof for registration of transfer or exchange at the office or
agency of

-3-
<PAGE> 5
the Security registrar or any successor or co-registrar in New York, New York.
In addition, the Company may maintain a drop agent, in such location or
locations as the Company may select, to provide the Holders with an office at
which they may present the Senior Notes for registration of transfer or
exchange. The Company hereby acknowledges that any such drop agent will accept
Senior Notes for registration of transfer or exchange and forward such Senior
Notes to the Security registrar by overnight courier, for next day delivery.
Such Senior Notes shall be deemed to be presented to the Security registrar on
the Business Day next succeeding the day that Senior Notes are delivered to any
such drop agent.

2.7 Redemption; No Sinking Fund. The Senior Notes shall not be
redeemable prior to Stated Maturity.

The Senior Notes shall not be subject to any sinking fund.

2.8. Form and Other Terms of the Senior Notes. Attached hereto
as Exhibit A is a form of a Senior Note denominated in United States dollars,
which form is hereby established as a form in which Senior Notes may be issued.
In addition, any Senior Note may be issued in such other form as may be
provided by, or not inconsistent with, the terms of the Original Indenture and
this First Supplemental Indenture.

ARTICLE III

MISCELLANEOUS PROVISIONS

The Trustee makes no undertaking or representations in respect
of, and shall not be responsible in any manner whatsoever for and in respect
of, the validity or sufficiency of this First Supplemental Indenture or the
proper authorization or the due execution hereof by the Company or for or in
respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.

Except as expressly amended hereby, the Original Indenture, as
heretofore amended and supplemented, shall continue in full force and effect in
accordance with the provisions thereof and the Original Indenture is in all
respects hereby ratified and confirmed. This First Supplemental Indenture and
all its provisions shall be deemed a part of the Original Indenture in the
manner and to the extent herein and therein provided.

This First Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.

This First Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

-4-
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.

SYSCO CORPORATION

By: /s/ John K. Stubblefield, Jr.
-----------------------------------
John K. Stubblefield, Jr.
Senior Vice President and
Chief Financial Officer

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Trustee

By: /s/ Daniel J. Ober
-----------------------------------
Daniel J. Ober
Vice President

-5-
<PAGE> 7
Exhibit A to First Supplemental Indenture

[IF ISSUED AS REGISTERED GLOBAL SECURITIES, THE FOLLOWING LEGEND MUST BE
USED:

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]

REGISTERED REGISTERED
SYSCO CORPORATION
6 1/2% Senior Note due June 15, 2005

No. MC-____ CUSIP NO._______

PRINCIPAL AMOUNT AUTHENTICATION DATE:________

ORIGINAL ISSUE DATE: STATED MATURITY: June 15, 2005

June 27, 1995

INTEREST RATE: SUBJECT TO DEFEASANCE PURSUANT
TO SECTION 10.1 OF THE INDENTURE
6 1/2% per annum

ISSUE PRICE (%):

99.4%

SYSCO CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
___________________________________________, or registered assigns, the
principal sum of _________________________ DOLLARS at the Stated Maturity
specified above and to pay interest thereon, computed on the basis of a 360-day
year comprising twelve 30-day months, from the Original Issue Date specified
above or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on June 15 and December 15,
beginning December 15, 1995, in each year and at the Stated Maturity,
commencing with, except as provided in the next succeeding sentence, the
Interest Payment Date next succeeding the Original Issue Date set forth above,
at the Interest Rate per annum set forth above, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security is registered
at the close of business on the Regular Record Date for such interest, which
shall be May 31 or November 30 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date; provided, however, that if the
Original Issue Date of this Security is after a Regular Record Date and before
the corresponding Interest Payment Date, the first payment of interest on this
Security shall be made on the next succeeding Interest Payment Date to the
Person in whose name this Security is registered on the Regular Record Date
with respect to such next succeeding Interest Payment Date.

-1-
<PAGE> 8
Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and shall be paid to the Person in whose
name this Security is registered at the close of business on a subsequent
record date for the payment of such defaulted interest, notice thereof to be
given to Holders of Securities of this series not less than five Business Days
prior to such subsequent record date.

Payment of the principal on this Security, and interest payable
at Stated Maturity will be made in immediately available funds, at the request
of the Holder upon presentation and surrender of this Security, at the office
or agency of the Company maintained for that purpose in New York, New York or
such other office or agency of the Company as may be designated by it for such
purpose, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts. Payment of interest (other than interest payable at the Stated
Maturity) will, subject to certain exceptions provided in the Indenture, be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security register.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS
PLACE.

Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

IN WITNESS WHEREOF, SYSCO CORPORATION has caused this instrument
to be duly executed under its corporate seal.

SYSCO CORPORATION

[Seal]
By
------------------------------------
[President or Vice President]

Attest
--------------------------------
[Assistant] Secretary

-2-
<PAGE> 9
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein, referred to in
the within-mentioned Indenture.

- -------------------------------------------
First Union National Bank
of North Carolina, as Trustee

By
-----------------------------------------
As Authenticating Agent

By
-----------------------------------------
Authorized Signatory

-3-
<PAGE> 10
SYSCO CORPORATION
6 1/2% Senior Note due June 15, 2005

--------------------

This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of June 15, 1995, as supplemented by a
First Supplemental Indenture dated as of June 27, 1995 (as so supplemented,
herein called the "Indenture"), between the Company and First Union National
Bank of North Carolina, as trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. The
acceptance of this Security shall be deemed to constitute the consent and
agreement of the Holder hereof to all of the terms and conditions of the
Indenture. This Security is one of the series designated on the face hereof.

In any case where any Interest Payment Date or the Stated
Maturity shall not be a Business Day, payment of the amounts due on this
Security on such date may be made on the next succeeding Business Day; and no
interest shall accrue or be payable on such amounts as a result of the making
of such payment after such Interest Payment Date or Stated Maturity, as the
case may be, provided such payment is made in full on such next succeeding
Business Day.

The Securities are not subject to redemption by the Company prior
to the Stated Maturity.

If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.

The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
principal amount of the Securities then Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security issued
upon the registration of transfer hereof or in exchange for or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to the provisions of, the Indenture,
no Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
(i) such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, (ii) the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities
of this series shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, (iii) the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the Outstanding Securities of this series a direction
inconsistent with such request and (iv) the Trustee shall have failed to
institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal or any interest on this Security on or
after the respective due dates expressed herein.

No reference to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and any interest including
additional amounts, as described on the face hereof on this Security at the
times, places and rate, and in the coin or currency, herein prescribed.

-4-
<PAGE> 11
The Securities of this series are issuable only in fully
registered form and are represented either by a global certificate registered
in the name of a depositary or in the name of its nominee or by a certificate
registered in the name of the beneficial owner of such Securities or its
nominee. The Securities are issuable in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of any authorized denomination, as requested by the Holder
surrendering the same.

As provided in the Indenture and subject to certain limitations
therein or herein set forth, the transfer of this Security is registrable in
the Security register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal and any interest on this Security are payable or at such other
offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Company and the Security registrar or any transfer agent, duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.

No service charge shall be made for any registration of transfer
or exchange of Securities, but, subject to certain limitations set forth in the
Indenture, the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.

Subject to the terms of the Indenture, prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.

The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

As provided in the Indenture, no recourse may be taken, directly
or indirectly, against any incorporator, subscriber to the stock, stockholder,
officer, director or employee of the Company or the Trustee or of any
predecessor or successor of the Company or the Trustee with respect to the
Company's obligations on the Securities or the obligations of the Company or
the Trustee under the Indenture or any certificate or other writing delivered
in connection herewith or therewith except as otherwise expressly provided in
any such certificate or other writing.

--------------------

ABBREVIATIONS

The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

<TABLE>
<S> <C> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian______
(Cust) (Minor)
under Uniform Gifts
TEN ENT - as tenants by the entireties to Minors Act

JT TEN - as joint tenants with right ----------------------
of survivorship and not as (State)
tenants in common
</TABLE>

-5-
<PAGE> 12

Additional abbreviations may also be used though not in the above list.

______________________

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert Social Security
or taxpayer identification number
of Assignee
__________________________

________________________________________________________________________________

________________________________________________________________________________
Please print or typewrite name and address including
postal zip code of assignee

________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________, attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.

Dated: _________________________ ____________________________________

____________________________________
The signature(s) to this assignment
must correspond with the name as
written upon the face of this
Security in every particular,
without alteration, enlargement or
any change whatsoever.

___________________________________
Signature Guarantee

Note: Signature(s) must be guaranteed by an eligible guarantor institution
meeting the requirements of the Trustee, which requirements will
include membership or participation in STAMP or such other "signature
guarantee program" as may be determined by the Trustee in addition to,
or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

-6-

<PAGE> 1
EXHIBIT 4(f)

================================================================================

SYSCO CORPORATION

AND

FIRST UNION NATIONAL BANK OF NORTH CAROLINA

Trustee

--------------------

SECOND SUPPLEMENTAL INDENTURE

Dated as of May 1, 1996

--------------------

Supplementing the Indenture
dated as of June 15, 1995

================================================================================
<PAGE> 2
SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of May,
1996, between SYSCO CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Company"), and FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, a national banking association, as trustee (the "Trustee");

WHEREAS, the Company has heretofore executed and delivered to the
Trustee a First Supplemental Indenture dated as of June 27, 1995 providing for
the issuance by the Company of $150,000,000 6 1/2 % Senior Notes due June 15,
2005; and

WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original
Indenture, including Section 2.3 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this Second Supplemental Indenture to the Original
Indenture as permitted by Sections 2.1, 2.3 and 8.1 of the Original Indenture
in order to establish the form or terms of, and to provide for the creation and
issue of, a series of Securities under the Original Indenture in the aggregate
principal amount of up to $200,000,000; and

WHEREAS, all things necessary to make the Securities, when
executed by the Company and authenticated and delivered by the Trustee or any
Authenticating Agent and issued upon the terms and subject to the conditions
hereinafter and in the Original Indenture set forth against payment therefor,
the valid, binding and legal obligations of the Company and to make this Second
Supplemental Indenture a valid, binding and legal agreement of the Company,
have been done;

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH
that, in order to establish the terms of a series of Securities, and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this Second Supplemental Indenture and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

-1-
<PAGE> 3
"Stated Maturity" means May 1, 2006.

1.2 Section References. Each reference to a particular section
set forth in this Second Supplemental Indenture shall, unless the context
otherwise requires, refer to this Second Supplemental Indenture.

ARTICLE II

TITLE AND TERMS OF SECURITIES

2.1 Title of the Securities. This Second Supplemental Indenture
hereby establishes a series of Securities designated as the "7% Senior Notes
due May 1, 2006" of the Company (collectively referred to herein as the "Senior
Notes"). For purposes of the Original Indenture, the Senior Notes shall
constitute a single series of Securities.

2.2 Term of the Senior Notes. The Senior Notes shall mature on
May 1, 2006. In the event that the Stated Maturity of any Senior Note is not a
Business Day, principal and interest payable at maturity shall be paid on the
next succeeding Business Day with the same effect as if such Business Day were
such Stated Maturity and no interest shall accrue or be payable for the period
from and after such Stated Maturity to such next succeeding Business Day.

2.3 Amount and Denominations; Currency of Payment. The
aggregate principal amount in which the Senior Notes may be issued under this
Second Supplemental Indenture is limited to $200,000,000.

The Senior Notes shall be denominated in United States dollars in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.

2.4 Interest and Interest Rates. Each Senior Note shall bear
interest at the rate of 7% per annum from the date of issue or from the most
recent Interest Payment Date (as defined below) to which interest on such
Senior Note has been paid or duly provided for, commencing with the Interest
Payment Date next succeeding the date of issue, until the principal thereof is
paid or made available for payment. Interest shall be payable to the Person in
whose name a Senior Note is registered at the close of business on the Regular
Record Date (as defined below) next preceding an Interest Payment Date.
Notwithstanding the foregoing, if a Senior Note is originally issued after the
Regular Record Date and before the corresponding Interest Payment Date, the
first payment of interest on such Senior Note shall be made on the next
succeeding Interest Payment Date to the Person in whose name such Senior Note
was registered on the Regular Record Date with respect to

-2-
<PAGE> 4
such next succeeding Interest Payment Date. Interest on each Senior Note shall
be computed on the basis of a 360-day year comprising twelve 30-day months.

2.5 Interest Payments

The Interest Payment Dates for each Senior Note shall be May 1
and November 1 in each year, beginning November 1, 1996 and the Regular Record
Dates shall be the April 15 and October 15 preceding such May 1 and November 1
Interest Payment Dates. Interest shall also be payable at maturity of any
Senior Note.

Except as provided in the preceding paragraph, interest payments
shall be in the amount of interest accrued to, but excluding, the Interest
Payment Date.

The Company appoints the Trustee as the sole Security registrar
with respect to the Senior Notes, without prejudice to the Company's authority
to appoint additional Security registrars

-3-
<PAGE> 5
from time to time pursuant to Section 2.8 of the Original Indenture. The
Senior Notes may be presented by the Holders thereof for registration of
transfer or exchange at the office or agency of the Security registrar or any
successor or co-registrar in New York, New York. In addition, the Company may
maintain a drop agent, in such location or locations as the Company may select,
to provide the Holders with an office at which they may present the Senior
Notes for registration of transfer or exchange. The Company hereby
acknowledges that any such drop agent will accept Senior Notes for registration
of transfer or exchange and forward such Senior Notes to the Security registrar
by overnight courier, for next day delivery. Such Senior Notes shall be deemed
to be presented to the Security registrar on the Business Day next succeeding
the day that Senior Notes are delivered to any such drop agent.

2.7 Redemption; No Sinking Fund. The Senior Notes shall not be
redeemable prior to Stated Maturity. The Senior Notes shall not be subject to
any sinking fund.

ARTICLE III

MISCELLANEOUS PROVISIONS

The Trustee makes no undertaking or representations in respect
of, and shall not be responsible in any manner whatsoever for and in respect
of, the validity or sufficiency of this Second Supplemental Indenture or the
proper authorization or the due execution hereof by the Company or for or in
respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.

Except as expressly amended hereby, the Original Indenture, as
heretofore amended and supplemented, shall continue in full force and effect in
accordance with the provisions thereof and the Original Indenture is in all
respects hereby ratified and confirmed. This Second Supplemental Indenture and
all its provisions shall be deemed a part of the Original Indenture in the
manner and to the extent herein and therein provided.

This Second Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.

This Second Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

-4-
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.

SYSCO CORPORATION

By: /s/ John K. Stubblefield, Jr.
-----------------------------------
John K. Stubblefield, Jr.
Senior Vice President and
Chief Financial Officer

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Trustee

By: /s/ Daniel J. Ober
-----------------------------------
Daniel J. Ober
Vice President

-5-
<PAGE> 7
Exhibit A to Second Supplemental Indenture

[IF ISSUED AS REGISTERED GLOBAL SECURITIES, THE FOLLOWING LEGEND MUST BE
USED:

REGISTERED REGISTERED
SYSCO CORPORATION
7% Senior Note due May 1, 2006

No. MC-____ CUSIP NO._______

PRINCIPAL AMOUNT AUTHENTICATION DATE:________

ORIGINAL ISSUE DATE: STATED MATURITY: May 1, 2006

May 1, 1996

INTEREST RATE: SUBJECT TO DEFEASANCE PURSUANT
TO SECTION 10.1 OF THE INDENTURE
7% per annum

ISSUE PRICE (%):

100%

SYSCO CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
___________________________________________, or registered assigns, the
principal sum of _________________________ DOLLARS at the Stated Maturity
specified above and to pay interest thereon, computed on the basis of a 360-day
year comprising twelve 30-day months, from the Original Issue Date specified
above or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on May 1 and November 1,
beginning November 1, 1996, in each year and at the Stated Maturity, commencing
with, except as provided in the next succeeding sentence, the Interest Payment
Date next succeeding the Original Issue Date set forth above, at the Interest
Rate per annum set forth above, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date for such interest, which shall be April 15
or October 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date; provided, however, that if the Original
Issue Date of this Security is after a Regular Record Date and before the
corresponding Interest Payment Date, the first payment of interest on this
Security shall be made on the next succeeding Interest Payment Date to the
Person in whose name this Security is registered on the Regular Record Date
with respect to such next succeeding Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Person in whose name this Security

-1-
<PAGE> 8
is registered at the close of business on a subsequent record date for the
payment of such defaulted interest, notice thereof to be given to Holders of
Securities of this series not less than five Business Days prior to such
subsequent record date.

IN WITNESS WHEREOF, SYSCO CORPORATION has caused this instrument
to be duly executed under its corporate seal.

SYSCO CORPORATION

[Seal]
By
---------------------------------
[President or Vice President]

Attest
-----------------------------
[Assistant] Secretary

-2-
<PAGE> 9
TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein, referred to in
the within-mentioned Indenture.

- -------------------------------------------
First Union National Bank
of North Carolina, as Trustee

By
-----------------------------------------
As Authenticating Agent

By
-----------------------------------------
Authorized Signatory

-3-
<PAGE> 10
SYSCO CORPORATION
7% Senior Note due May 1, 2006

--------------------

This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of June 15, 1995, as supplemented by a
Second Supplemental Indenture dated as of May 1, 1996 (as so supplemented,
herein called the "Indenture"), between the Company and First Union National
Bank of North Carolina, as trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. The
acceptance of this Security shall be deemed to constitute the consent and
agreement of the Holder hereof to all of the terms and conditions of the
Indenture. This Security is one of the series designated on the face hereof.

The Securities are not subject to redemption by the Company prior
to the Stated Maturity.

The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

--------------------

ABBREVIATIONS

The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

<TABLE>
<S> <C> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian______
(Cust) (Minor)
under Uniform Gifts
TEN ENT - as tenants by the entireties to Minors Act

JT TEN - as joint tenants with right ______________________
of survivorship and not as (State)
tenants in common
</TABLE>

-5-
<PAGE> 12
Additional abbreviations may also be used though not in the above list.

--------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert Social Security
or taxpayer identification number
of Assignee
_________________________________

________________________________________________________________________________

________________________________________________________________________________
Please print or typewrite name and address including
postal zip code of assignee

Dated: _________________________ ____________________________________

____________________________________
The signature(s) to this assignment must
correspond with the name as written upon
the face of this Security in every
particular, without alteration,
enlargement or any change whatsoever.
___________________________________
Signature Guarantee

-6-

<PAGE> 1
EXHIBIT 10(b)

FOURTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE> 2

2/15/96
<PAGE> 3
FOURTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section
<S> <C>
ARTICLE I - DEFINITIONS

Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Actuarial Equivalent or Actuarially Equivalent Basis . . . . . . . . . . . . . . . . . . . . . . 1.2
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Credited Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9
Eligible Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.10
Final Average Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.13
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.14
Primary Social Security Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15
Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.16
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.17
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.18
Sysco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.19
Sysco Retirement Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.20
Total Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.21
Voting Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.22

ARTICLE II - ELIGIBILITY

Initial and Continued Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
Frozen Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
Frozen Participation Deemed Active Participation . . . . . . . . . . . . . . . . . . . . . . . . 2.3
Renewed Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4

ARTICLE III - VESTING

ARTICLE IV - RETIREMENT BENEFIT

Calculation of Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
</TABLE>

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<PAGE> 4
TABLE OF CONTENTS (CONTINUED)

<TABLE>
<CAPTION>
Section
<S> <C>
Form and Time of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2
Beneficiary for the Five Year Certain Payment . . . . . . . . . . . . . . . . . . . . . . . . . 4.3

ARTICLE V - DEATH BENEFIT

Death Prior to Participant's Age 60 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
Death At or After Age 60 While Still Employed
or After a Change of Control Which Occurs
While He is Employed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
Death At or After Age 60 But Prior to Age 65 After
Participant Retires If No Change of Control
Occurs while He Is Employed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
Death At Age 65 or Older After Participant Retires . . . . . . . . . . . . . . . . . . . . . . . 5.4
Death While Participation is Frozen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5
Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6

ARTICLE VI - PROVISIONS RELATING TO ALL BENEFITS

Effect of this Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
Limitation on Benefits Applicable to Each
Participant Whose Participation is Frozen . . . . . . . . . . . . . . . . . . . . . . . 6.3
No Duplication of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
Forfeiture For Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5
Forfeiture For Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
Expenses Incurred in Enforcing the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
Restrictions on any Portion of Total Payments
Determined to be Excess Parachute Payments . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
Benefits Upon Re-employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9

ARTICLE VII - ADMINISTRATION

Committee Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
Committee Organization and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
Powers of the Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3
Committee Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
Reimbursement of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5
</TABLE>

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<PAGE> 5
TABLE OF CONTENTS (CONTINUED)

<TABLE>
<CAPTION>
<S> <C>
Section
ARTICLE VIII - ADOPTION BY SUBSIDIARIES

Procedure for and Status After Adoption . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Termination of Participation By Adopting Subsidiary . . . . . . . . . . . . . . . . . . . . . . 8.2

ARTICLE IX - AMENDMENT AND/OR TERMINATION

Amendment or Termination of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1
No Retroactive Effect on Awarded Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3

ARTICLE X - FUNDING

Payments Under This Plan are the Obligation
of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
Plan May Be Funded Through Life Insurance
Owned by the Company or a Rabbi Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.2
Reversion of Excess Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
Participants Must Reply Only on General
Credit of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4
Funding of Benefits for Participants Subject to
Canadian Income Tax Laws is Prohibited . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.5

ARTICLE XI - MISCELLANEOUS

Responsibility for Distributions and
Withholding of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2
Distributions to Incompetents of Minors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3
Nonalienation of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.4
Reliance Upon Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
Amendment Applicable to Active Participants Only
Unless it Provides Otherwise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.6
Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.7
Notice 11.8
Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.9
Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.10
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.11
</TABLE>

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<PAGE> 6
FOURTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Sysco Corporation and its subsidiaries have established the
Sysco Corporation Supplemental Executive Retirement Plan effective July 3, 1988
which provides for certain highly compensated management personnel a supplement
to their retirement pay so as to retain their loyalty and to offer a further
incentive to them to maintain and increase their standard of performance;

WHEREAS, Sysco Corporation retained the right of the Board of Directors
to amend the Plan at any time by an instrument in writing; and

WHEREAS, the Plan, as amended and restated on September 19, 1995, has
been amended by the First Amendment to the Plan, which amendment was executed
on this date, February 15, 1996, to be effective July 1, 1995, and;

WHEREAS, it has been determined that the Plan should again be restated
to incorporate the First Amendment so that the Plan, as amended, is set forth
in one document;

NOW, THEREFORE, Sysco Corporation amends and restates the Sysco
Corporation Supplemental Executive Retirement Plan as follows:
<PAGE> 7
ARTICLE I

DEFINITIONS

1.1 Accrued Benefit. "Accrued Benefit" means, for all purposes other
than determining the frozen Accrued Benefit, as of any given time the
retirement benefit calculated under Section 4.1 with Final Average
Compensation, the offsets for benefits provided by other qualified or
registered defined contribution and qualified or registered defined benefit
plans and Credited Service determined as of that date but with the offset for
the Primary Social Security Benefit and the Canadian Pension Plan benefit being
projected to be the benefit payable at age 65 if he is less than age 65 at the
given time and his age at the given time if he is age 65 or more at the given
time. "Accrued Benefit" means for purposes of determining a Participant's
frozen Accrued Benefit as of any given time the retirement benefit calculated
under Section 4.1 with Final Average Compensation determined under Section 1.11
and Credited Service determined under Section 1.9 as of the date the
Participant's participation in this Plan is frozen but with the offsets for
benefits provided by other qualified or registered defined contribution and
qualified or registered defined benefit plans determined as of the date of his
Retirement or his earlier termination of employment with all Companies and the
offset for the Primary Social Security Benefit and the Canadian Pension Plan
benefit being projected to be the benefit payable at age 65 if he is less than
age 65 at the time of his Retirement or his earlier termination from employment
with all Companies and his age at Retirement if he is age 65 or more at that
time.

1.2 Actuarial Equivalent or Actuarially Equivalent Basis. "Actuarial
Equivalent" or "Actuarially Equivalent Basis" means an equality in value of the
aggregate amounts expected to be received under different forms of payment
based on the same

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<PAGE> 8
mortality and interest assumptions. For this purpose, the mortality and
interest rate assumptions used in computing benefits under the Sysco Retirement
Plan will be used. If there is no Sysco Retirement Plan or successor qualified
defined benefit plan, then the actuarial assumptions to be used will be those
actuarial assumptions as are selected by the actuarial firm, which last
serviced the Sysco Retirement Plan prior to its termination or merger, as being
then appropriate had the Sysco Retirement Plan remained in existence with its
last participant census.

1.3 Beneficiary. "Beneficiary" means a person or entity designated
by the Participant under the terms of this Plan to receive any amounts
distributed under the Plan upon the death of the Participant.

1.4 Board of Directors. "Board of Directors" means the Board of
Directors of Sysco.

1.5 Change of Control. "Change of Control" means the occurrence of
one or more of the following events:

(a) Any "person", including a "syndication" or "group" as
those terms are used in Section 13(d)(3) of the Securities Act, is or
becomes the beneficial owner, directly or indirectly, of securities of
Sysco representing 20% or more of the combined voting power of Sysco's
then outstanding Voting Securities;

(b) Sysco is merged or consolidated with another corporation
and immediately after giving effect to the merger or consolidation
either (i) less than 80% of the outstanding Voting Securities of the
surviving or resulting entity are then beneficially owned in the
aggregate by (x) the stockholders of Sysco immediately prior to the
merger or consolidation, or (y) if a record date has been set to
determine the stockholders of Sysco entitled to vote on the merger or
consolidation, the stockholders of Sysco as of that record date, or (ii)
the Board of Directors, or similar governing body, of the surviving or
resulting entity does not have as a majority of its members the persons
specified in clause (c)(i) and (ii) below;

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<PAGE> 9
(c) If at any time the following do not constitute a majority
of the Board of Directors of Sysco (or any successor entity referred to
in clause (b) above):

(i) persons who are directors of Sysco on
July 12, 1991; and

(ii) persons who, prior to their election as a director
of Sysco (or successor entity if applicable) were nominated,
recommended or endorsed by a formal resolution of the Board of
Directors of Sysco;

(d) If at any time during a calendar year a majority of the
directors of Sysco are not persons who were directors at the beginning
of the calendar year; and

(e) Sysco transfers substantially all of its assets to another
corporation which is a less than 80% owned subsidiary of Sysco.

1.6 Code. "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

1.7 Company. "Company" means Sysco and any Subsidiary
adopting the Plan.

1.8 Committee. "Committee" means the persons who are from
time to time serving as members of the committee administering this Plan.

1.9 Credited Service. "Credited Service" means service with
Sysco and its Subsidiaries for which the Participant is awarded credited
service under the Sysco Retirement Plan for vesting purposes or would have been
awarded Credited Service under the Sysco Retirement Plan for vesting purposes
if the Sysco Retirement Plan covered employees working outside of the United
States except under the circumstances described below in which event the rules
set forth for each circumstance would be applicable to that circumstance only:

(a) If a Participant is terminated for total disability on or
after age 60 under circumstances which will qualify the Participant for
a total disability benefit under the Sysco Retirement Plan and his
participation is not then

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<PAGE> 10
frozen, the Participant will be awarded Credited Service for vesting
purposes under Article III until the Participant attains 65 if the
disability continues but will not be awarded Credited Service for
benefit accrual purposes under Section 4.1.

(b) If a Participant is terminated for total disability at any
time before age 60 or on or after age 60 when his participation is
frozen under Section 2.2, the Participant will not be awarded Credited
Service for any purpose under this Plan.

(c) If a Participant's participation in this Plan is frozen,
the Participant will be awarded Credited Service for vesting purposes
under Article III during the period the Participant is still employed by
an adopting Company but during which his participation is frozen, but
will not be awarded Credited Service for benefit accrual purposes under
Section 4.1.

(d) If a Participant's participation in this Plan is frozen
but he remains employed by an adopting Company and then later again
becomes eligible to participate, the Participant will be awarded
Credited Service for the intervening period for all purposes.

However, notwithstanding the above provisions or anything else
that may be to the contrary in this Plan, the Compensation Committee of the
Board of Directors may, in its sole discretion, award additional Credited
Service for purposes of vesting, benefit accrual or both when it determines a
situation warrants it.

1.10 Eligible Earnings. "Eligible Earnings" means the
Participant's salary for a given Plan Year plus the amount, if any, awarded the
Participant with respect to the Plan Year under the Sysco Corporation
Management Incentive Plan and then paid to him, plus the amount, if any,
deferred by the Participant under the Sysco Corporation Executive Deferred
Compensation Plan.

1.11 Final Average Compensation. "Final Average Compensation"
means a Participant's average monthly Eligible Earnings from the Company for
the five successive Plan Years that give the highest average monthly rate of
Eligible Earnings for the Participant out of the ten Plan Years next preceding
the earliest of: (a) a Participant's participation in

-5-
<PAGE> 11
this Plan being frozen, (b) a Change of Control unless the employee remains an
employee of the Company and a Participant for the Plan Year in which a Change
of Control occurs and the next succeeding three Plan Years, or (c) the latest
of (i) his attainment of age 60, (ii) termination for total disability after
age (60) or (iii) his Retirement. For this purpose, a Participant's Eligible
Earnings will only be used for the period of time that the Company has been a
Subsidiary and for the period of time that the Participant has been employed by
Sysco or a Subsidiary.

1.12 Participant. "Participant" means an employee of a Company
who is eligible for and is participating in the Plan.

1.13 Plan. "Plan" means the Sysco Corporation Supplemental
Executive Retirement Plan set forth in this document, as amended from time to
time.

1.14 Plan Year. "Plan Year" means a one year period which
coincides with the fiscal year of Sysco. Sysco has a 52/53 week fiscal year
beginning on the Sunday next following the Saturday closest to June 30th of
each calendar year.

1.15 Primary Social Security Benefit. "Primary Social Security
Benefit" means the amount available at age 65 for those Participants who retire
or whose employment with all Companies is otherwise terminated at a time when
he has a vested interest on or before age 65, or at the time of Retirement for
all others, as a monthly old age benefit for the Participant under the Federal
Social Security Act or any similar federal act or acts in effect at the time
the offset is to be used, whether or not payment of the amount is delayed,
superseded or forfeited because of failure to apply or for any other reason.
The amount of the monthly old age benefit will be determined based upon the pay
and employment data which may be furnished by the Company and/or the
Participant

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<PAGE> 12
concerned. If a Participant terminates before age 65 it will be assumed that
his compensation has continued at the rate last paid by the Company until he
attains age 65 unless he provides evidence of a different rate of compensation
or that he had no compensation during the period. Any pay for periods prior to
the earliest data furnished will be estimated by applying a salary scale factor
projected backward and the salary scale applied for this purpose is the actual
change in average wages from year to year as determined by the Federal Social
Security Administration.

1.16 Retirement. "Retirement" means the retirement of a
Participant from any Company on or after age 60 under Company policy.

1.17 Securities Act. "Securities Act" means the Securities
Exchange Act of 1934, as amended from time to time.

1.18 Subsidiary. "Subsidiary" means any wholly owned
subsidiary of Sysco.

1.19 Sysco. "Sysco" means the Sysco Corporation, the sponsor
of this Plan.

1.20 Sysco Retirement Plan. "Sysco Retirement Plan" means the
Sysco Corporation Retirement Plan, a defined benefit plan qualified under
Section 401(a) of the Code.

1.21 Total Payments. "Total Payments" means all payments or
benefits received or to be received by a Participant in connection with a
Change of Control of Sysco and the termination of his employment under the
terms of this Agreement or the Sysco Corporation Executive Deferred
Compensation Plan, and in connection with a Change of Control of Sysco under
the terms of any stock option plan or any other plan, arrangement or agreement
with the Company, its successors, any person whose actions result in a Change
of Control or any person affiliated with the Company or who as a result of the

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<PAGE> 13
completion of transactions causing a Change of Control become affiliated with
the Company within the meaning of Section 1504 of the Code, taken collectively.

1.22 Voting Securities. "Voting Securities" means any security
which ordinarily possesses the power to vote in the election of the Board of
Directors without the happening of any precondition or contingency.

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<PAGE> 14
ARTICLE II

ELIGIBILITY

2.1 Initial and Continued Eligibility. Each employee of a
Company who is a participant in the Sysco Corporation Management Incentive Plan
is eligible to participate in this Plan. Once an employee has qualified to
participate in this Plan the employee shall continue his participation as long
as he remains a participant in the Sysco Corporation Management Incentive Plan
or the Committee determines that his failure to participate in the Sysco
Corporation Management Incentive Plan will not affect his eligibility to
continue his participation in this Plan. But, if a Participant is no longer a
participant in the Sysco Corporation Management Incentive Plan and the
Committee does not make that determination, the Participant immediately becomes
ineligible to participate in this Plan.

2.2 Frozen Participation. If an employee who is a Participant
later becomes ineligible to continue to participate but still is employed by an
adopting Company, his Accrued Benefit will be frozen as of the last day of the
Plan Year prior to the Plan Year during which he initially became ineligible to
participate. He will later be entitled to that frozen Accrued Benefit, upon
Retirement, should he fulfill the requirements of Articles III and IV. The
frozen Accrued Benefit will be payable at the time and in the form set out in
Article IV. However, if any of the events described in Article VI should
occur, the Participant whose participation is frozen shall then have his frozen
Accrued Benefit either restricted in amount or forfeited.

2.3 Frozen Participation Deemed Active Participation. If a
Participant's participation in this Plan is frozen after a Change of Control
and the Participant dies or is terminated from the employ of all Companies by
the then management within four years

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<PAGE> 15
after that Change of Control the freeze will be ineffective as to that
Participant and he will be treated for all purposes as if his participation
were never frozen.

2.4 Renewed Eligibility. If an employee who is a Participant
becomes ineligible to continue to participate but remains employed by an
adopting Company and then later again becomes eligible to participate, the
Participant will have his Final Average Compensation computed as though the
freeze had never occurred, and will be treated for all purposes as though he
had not had his participation interrupted. Thereafter he will become entitled
to benefits as before should he fulfill the requirements of Article III and IV
or V.

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<PAGE> 16
ARTICLE III

VESTING

A Participant must have 10 years or more of Credited Service,
excluding any Credited Service before the later of the first date of hire by
the Company or the date of acquisition by Sysco of the Company for which the
Participant then worked, in order to vest in his Accrued Benefit using the
following vesting schedule unless a Change of Control occurs. If a Change of
Control occurs, each Participant will immediately vest 100% in his Accrued
Benefit, without regard to the required 10 years or more of Credited Service to
begin vesting or the vesting schedule. In addition, the Compensation Committee
of the Board of Directors may, in its sole discretion, accelerate vesting after
a Participant attains age 60 when it determines a specific situation warrants
the acceleration.

<TABLE>
<S> <C>
Participant's Attained
Age Upon Termination
of Credited Service Vested Percentage
--------------------- -----------------

Less than 60 . . . . . . . . . . . . . . . . . . . 0%
60 but less than 61 . . . . . . . . . . . . . . . . 50%
61 but less than 62 . . . . . . . . . . . . . . . . 60%
62 but less than 63 . . . . . . . . . . . . . . . . 70%
63 but less than 64 . . . . . . . . . . . . . . . . 80%
64 but less than 65 . . . . . . . . . . . . . . . . 90%
65 or more . . . . . . . . . . . . . . . . . . . . 100%
</TABLE>

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<PAGE> 17
ARTICLE IV

RETIREMENT BENEFIT

4.1 Calculation of Retirement Benefit. Upon Retirement for
age or disability from the Company on or after age 65 or upon attaining age 65
if the Participant retires for age or disability at or after age 60 but prior
to age 65 or if the Participant's employment with all Companies is terminated
prior to age 65 and he has a vested interest, a Participant will receive his
vested portion of a monthly benefit for life with five years certain equal to
50% of the Participant's Final Average Compensation offset by the sum of the
following benefits:

(a) the monthly benefit for the life of the Participant with
five years certain which can be provided on an Actuarially Equivalent
Basis with the vested benefit of the Participant in the Sysco
Corporation Employees' 401(k) Plan and any other qualified defined
contribution plan in the United States and/or registered deferred profit
sharing plan in Canada sponsored and funded by the Company or any other
company for which a Participant may have worked in the past or will work
in the future,

(b) the monthly benefit for the life of the Participant with
five years certain which can be provided on an Actuarially Equivalent
Basis with the vested accrued benefit of the Participant from the Sysco
Retirement Plan and any other qualified defined benefit plan in the
United States and/or registered pension plan in Canada sponsored and
funded by the Company or any other company for which a Participant may
have worked in the past or will work in the future, and

(c) the Primary Social Security Benefit available to the
Participant and/or the benefit available to the Participant under the
Canadian Pension Plan (the government sponsored plan comparable to the
federal Social Security System) using the same or similar assumptions
used to determine the Primary Social Security Benefit,

which resulting amount is then reduced by 5% for each full year of Credited
Service less than 20 years.

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<PAGE> 18
In determining the amount of the offset resulting from a
Participant's vested benefit and/or vested accrued benefit, only the benefit
derived from the Company's contributions, exclusive of any salary deferral
contributions, is to be used and any prior distribution from a Participant's
vested benefit and/or vested accrued benefit, including but not limited to an
in service withdrawal or a qualified domestic relations order distribution,
will be added back. The vested benefit and/or vested accrued benefit is to be
computed as if the benefits will begin being paid as of the date the retirement
benefit is first payable under this Section without regard to the actual
election made by the Participant under any given plan.

4.2 Form and Time of Payment. The monthly retirement benefit
will begin on the first day of the month coincident with or next following the
Participant's 65th birthday, or actual Retirement, whichever is later, if he
survives to the applicable date. The form of benefit payment, in the case of a
Participant who is not married on his 65th birthday or actual Retirement,
whichever is applicable, will be a life only monthly annuity with a period of
five years guaranteed in the amount calculated in accordance with Section 4.1.
The form of benefit payment, in the case of a Participant who is married on his
65th birthday or actual Retirement, whichever is applicable, will be a joint
and two-thirds survivor monthly annuity which is Actuarially Equivalent to the
amount calculated in accordance with Section 4.1 where a reduced monthly amount
is payable for the joint lives of the Participant and his spouse, and upon the
death of either, a monthly amount will continue for the life of the survivor
equal to two-thirds of the monthly amount provided during their joint lives.

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<PAGE> 19
4.3 Beneficiary for the Five Year Certain Payment. If a
Participant who receives a life annuity, with five years certain, dies prior to
completing the five years certain period, the Beneficiary named by him, under
Article V, for any death benefit that may be payable under that Article, will
receive the remaining payments to be made under that annuity form after the
Participant's death. Even though a Participant with a frozen Accrued Benefit
cannot receive a death benefit under Article V, a Beneficiary designation
completed in accordance with Section 5.4, before or after a Participant's
participation is frozen, will be effective for the purpose of awarding the
remaining payments under the five years certain.

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<PAGE> 20
ARTICLE V

DEATH BENEFIT

5.1 Death Prior to Participant's Age 60. If a Participant's
participation in this Plan is not then frozen and he dies prior to age 60
either (a) while in the employ of the Company or (b) within four years after a
Change of Control whether he is still employed by the Company or not, the
Participant's designated Beneficiary will be entitled to receive annually, for
a period of 10 years, an amount which is equal to 25% of the average annual
Eligible Earnings of the Participant for the last three full Plan Years prior
to his death or termination, whichever is earlier. This benefit will begin
being paid 90 days after the date of the Participant's death.

5.2 Death at or After Age 60 While Still Employed or After a
Change of Control Which Occurs While He Is Employed. If a Participant's
participation in this Plan is not then frozen and he dies at or after age 60
either (a) while in the employ of the Company or (b) within four years after a
Change of Control which occurs while he is employed whether or not he is still
employed by the Company at the date of death:

(i) if the Participant is married at the time of death the
Participant's designated Beneficiary will be entitled to receive a
monthly annuity for life with a period of 10 years certain that can be
provided on an actuarially equivalent basis by the greater of (x) the
commuted lump sum value of the benefit which would be payable to the
Participant if he had retired and could have begun receiving his
retirement benefit under Article IV, using the vested percentage as of
his date of death but reducing the benefit by five-ninths of 1% for each
full calendar month by which the first payment precedes the month in
which the Participant would have attained age 65 so as to discount it
for its earlier payment, or (y) the commuted lump sum value of the
benefit the Participant's designated Beneficiary would have received
under Section 5.1 assuming the Participant qualified for it without
regard to his age; or

(ii) if the Participant is single at the time of death, the
Participant's designated Beneficiary will be entitled to receive a lump
sum payment which

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<PAGE> 21
is the actuarial equivalent of the greater of (x) the commuted lump sum
value of the benefit which would be payable to the Participant if he had
retired and could have begun receiving his retirement benefit under
Article IV, using the vested percentage as of his date of death but
reducing the benefit by five-ninths of 1% for each full calendar month
by which the lump sum payment precedes the month in which the
Participant would have attained age 65 so as to discount it for its
earlier payment, or (y) the commuted lump sum value of the benefit the
Participant's designated Beneficiary would have received under Section
5.1 assuming the Participant qualified for it without regard to his age.

This benefit will be paid or begin being paid, as applicable, 90 days after the
date of the Participant's death.

5.3. Death at or After Age 60 But Prior to Age 65 After
Participant Retires If No Change of Control Occurs While He Is Employed. If a
Participant's participation in this Plan is not then frozen and he dies at or
after age 60 but prior to age 65 after the Participant retires for age or
disability if no Change of Control occurs within a four-year period ending on
the date of the Participant's death while he is still employed:

(a) if the Participant is married at the time of death, the
Participant's designated Beneficiary will be entitled to receive,
monthly, an annuity for life with a period of 10 years certain which is
the actuarial equivalent of the commuted lump sum of the two-thirds
survivor annuity his spouse would have received if the Participant could
have begun receiving his retirement benefit under Article IV, using the
vested percentage as of his date of retirement, and then died, all as of
his date of death, reduced by five-ninths of 1% for each full calendar
month by which the first payment precedes the month in which the
Participant would have attained age 65; or

(b) if the Participant is single at the time of death, the
Participant's designated Beneficiary will be entitled to receive a lump
sum payment which is the actuarial equivalent of the commuted lump sum
of the period of five years of monthly payments his designated
Beneficiary would have received if the Participant could have begun
receiving his retirement benefit under Article IV, using the vested
percentage as of his date of retirement, and then died, all as of his
date of death, reduced by five-ninths of 1% for each full calendar month
by which the lump sum payment precedes the month in which the
Participant would have attained age 65.

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<PAGE> 22
This benefit will be paid or begin being paid, as applicable, 90 days after the
date of the Participant's death.

5.4 Death at Age 65 or Older After Participant Retires. Upon the
death of a Participant at or after age 65 after the Participant retires there
is no death benefit. However, if the Participant is married on his 65th
birthday or actual Retirement, whichever is applicable, his spouse, if she is
then living, will receive the two-thirds survivor benefit provided for in
Article IV; and if the Participant is not married on his 65th birthday or
actual Retirement, whichever is applicable, his designated Beneficiary will
receive the remaining payments, if any, due because of the five year certain
period.

5.5 Death While Participation is Frozen. A frozen Participant is not
entitled to a death benefit if he dies prior to age 65, whether he dies while
still employed or after Retirement for age or disability. However, if the
Participant's participation in this Plan is frozen, he dies at or after age 65,
whether still employed or after Retirement for age or disability, and he is
married on his 65th birthday or actual Retirement, whichever is applicable, his
spouse, if she is then living, will receive the two-thirds survivor benefit
provided for in Article IV; and if the Participant's participation in this Plan
is frozen, he dies at or after age 65, whether still employed or after
Retirement for age or disability, and he is not married on his 65th birthday or
actual Retirement, whichever is applicable, his designated Beneficiary will
receive the remaining payments, if any, due because of the five year certain
period.

5.6 Beneficiary Designation. Each Participant upon entering the Plan
shall file with the Committee a designation of one or more Beneficiaries to
whom the death benefit provided by this Article V or the remaining unpaid
period certain payments under Article

-17-
<PAGE> 23
IV will be payable in the event of the Participant's death prior to his
Retirement. The designation will be effective upon receipt by the Committee of
a properly executed form which the Committee has approved for that purpose.
The Participant may from time to time revoke or change any designation of
Beneficiary by filing another approved Beneficiary designation form with the
Committee. If there is no valid designation of Beneficiary on file with the
Committee at the time of the Participant's death or if all of the Beneficiaries
designated in the last Beneficiary designation have predeceased the Participant
or otherwise cease to exist, the Beneficiary will be the Participant's spouse,
if the spouse survives the Participant, or otherwise the Participant's estate.
A Beneficiary must survive the Participant by 60 days in order to be considered
to be living on the date of the Participant's death. If any Beneficiary
survives the Participant but dies or otherwise ceases to exist before receiving
all payments due under Article IV or this Article V, the balance of the
payments, which would have been paid to that Beneficiary will, unless the
Participant's designation provides otherwise, be distributed to the deceased
individual Beneficiary's estate or to the Participant's estate in the case of a
Beneficiary which is not an individual. Any Beneficiary designation which
designates any person or entity other than the Participant's spouse must be
consented to by the spouse in writing in a form acceptable to the Committee in
order to be effective.

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<PAGE> 24
ARTICLE VI

PROVISIONS RELATING TO ALL BENEFITS

6.1 Effect of This Article. The provisions of this Article
will control over all other provisions of this Plan.

6.2 Termination of Employment. Termination of employment for
any reason prior to the Participant's vesting under Article III or Article V,
if applicable, will cause the Participant and all Beneficiaries holding under
the Participant to forfeit all interest in and under this Plan.

6.3 Limitation on Benefits Applicable to Each Participant
Whose Participation is Frozen. The benefit provided under Article IV of this
Plan is limited in amount, in the case of each Participant whose participation
in this Plan is frozen at the time he becomes entitled to the benefit, so that
the benefit will not exceed the Participant's frozen Accrued Benefit if the
frozen Accrued Benefit is less than the benefit which could otherwise be
provided without this limitation.

6.4 No Duplication of Benefits. It is not intended that there
be any duplication of benefits. Therefore, if a Participant has met the
requirements of Article IV and has survived to age 65 or actual Retirement, if
later, then the Participant, his spouse and/or his Beneficiary shall only
receive a benefit under that Article. If a Participant dies before attaining
age 65 or actual Retirement, if later, the Participant's Beneficiary shall only
receive a benefit, if the Beneficiary qualifies for one, under Article V. But,
in no event will a Participant, Participant's spouse and/or Beneficiary qualify
for a benefit under both Articles.

6.5 Forfeiture For Cause. If the Committee finds, after full
consideration of the facts presented on behalf of both the Company and a former
Participant, that the

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<PAGE> 25
Participant was discharged by the Company for fraud, embezzlement, theft,
commission of a felony, proven dishonesty in the course of his employment by
the Company which damaged the Company, or for disclosing trade secrets of the
Company, the entire benefit accrued for the benefit of the Participant and/or
his Beneficiaries will be forfeited even though it may have been previously
vested under Article III or V. The decision of the Committee as to the cause
of a former Participant's discharge and the damage done to the Company will be
final. No decision of the Committee will affect the finality of the discharge
of the Participant by the Company in any manner. Notwithstanding the
foregoing, the forfeiture created by this Section will not apply to a
Participant or former Participant discharged during the Plan Year in which a
Change of Control occurs, or during the next three succeeding Plan Years
following the Plan Year in which a Change of Controls occurs unless an
arbitrator selected to review the Committee's findings agrees with the
Committee's determination to apply the forfeiture. The arbitrator will be
selected by permitting each the Company and the Participant to strike one name
each from a panel of three names obtained from the American Arbitration
Association. The person whose name is remaining will be the arbitrator.

6.6 Forfeiture for Competition. If at the time a distribution
is being made or is to be made to a Participant or former Participant, the
Committee finds after full consideration of the facts presented on behalf of
the Company and the Participant or former Participant, that the Participant or
former Participant at any time within two years from his termination of
employment from all Companies which adopted this Plan and without written
consent of the Company, directly or indirectly owns, operates, manages,
controls or participates in the ownership, management, operation or control of
or is employed by, or

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<PAGE> 26
is paid as a consultant or other independent contractor by a business which
competes or at any time did compete with the Company by which he was formerly
employed in a trade area served by the Company at the time distributions are
being made or to be made and in which the Participant or former Participant had
represented the Company while employed by it; and if the Participant or former
Participant continues to be so engaged 60 days after written notice has been
given to him, the Committee will forfeit all amounts otherwise due the
Participant or former Participant even though it may have been previously
vested under Article III or V. Notwithstanding the foregoing, the forfeiture
created by this Section will not apply to any Participant or former Participant
whose termination of employment from all Companies which adopted this Plan
occurs during the Plan Year in which a Change of Control occurs or during the
next three succeeding Plan Years following the Plan Year in which a Change of
Control occurs.

6.7 Expenses Incurred in Enforcing the Plan. The Company
will, in addition, pay a Participant for all legal fees and expenses incurred
by him in contesting or disputing his termination or in seeking to obtain or
enforce any benefit provided by this Plan if the termination occurs in the Plan
Year in which a Change of Control occurs or during the next three succeeding
Plan Years following the Plan Year in which a Change of Control occurs except
to the extent that the payment of those fees or expenses are restricted under
Section 6.8.

6.8 Restrictions on any Portion of Total Payments Determined
to be Excess Parachute Payments. In the event that any payment or benefit
received or to be received by a Participant in connection with a Change of
Control of Sysco, or the termination of his employment by the Company would not
be deductible, whether in whole or in part, by the

-21-
<PAGE> 27
Company or any affiliated company, as a result of Section 280G of the Code, the
benefits payable under this Plan shall first be reduced until no portion of the
Total Payments is not deductible as a result of Section 280G of the Code, or
the benefits payable under this Plan have been reduced to zero. If any further
reduction is necessary the benefits payable under the Sysco Corporation
Executive Deferred Compensation Plan will then be reduced under the terms of
that Plan. In determining this limitation: (a) no portion of the Total
Payments which the Participant has waived in writing prior to the date of the
payment of benefits under this Plan will be taken into account, (b) no portion
of the Total Payments which tax counsel, selected by the Company's independent
auditors and acceptable to the Participant, determines not to constitute a
"parachute payment" within the meaning of Section 280G(b)(2) of the Code will
be taken into account, (c) no portion of the Total Payments which tax counsel,
selected by the Company's independent auditors and acceptable to the
Participant, determines to be reasonable compensation for services rendered
within the meaning of Section 280G(b)(4) of the Code will be taken into
account, and (d) the value of any non-cash benefit or any deferred payment or
benefit included in the Total Payments will be determined by the Company's
independent auditors in accordance with Sections 280G(d)(3) and (4) of the
Code.

6.9 Benefits Upon Re-employment. If a former Participant who
is receiving benefit payments under this Plan is re-employed by the Company,
the payment of the benefit will continue during his period of re-employment.
The re-employed former Participant's benefit will not be changed as a result of
his re-employment.

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<PAGE> 28
ARTICLE VII

ADMINISTRATION

7.1 Committee Appointment. The Committee will be appointed by
the Board of Directors. The initial Committee members will be Messrs.
Woodhouse, Lindig and Lowrey and Mrs. Riker. Each Committee member will serve
until his or her resignation or removal. The Board of Directors will have the
sole discretion to remove any one or more Committee members and appoint one or
more replacement or additional Committee members from time to time.

7.2 Committee Organization and Voting. The Committee will
select from among its members a chairman who will preside at all of its
meetings and will elect a secretary without regard to whether that person is a
member of the Committee. The secretary will keep all records, documents and
data pertaining to the Committee's supervision and administration of this Plan.
A majority of the members of the Committee will constitute a quorum for the
transaction of business and the vote of a majority of the members present at
any meeting will decide any question brought before the meeting. In addition,
the Committee may decide any question by vote, taken without a meeting, of a
majority of its members. A member of the Committee who is also a Participant
will not vote or act on any matter relating solely to himself.

7.3 Powers of the Committee. The Committee will have the
exclusive responsibility for the general administration of this Plan according
to the terms and provisions of this Plan and will have all powers necessary to
accomplish those purposes, including but not by way of limitation the right,
power and authority:

(a) to make rules and regulations for the administration of
this Plan;

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<PAGE> 29
(b) to construe all terms, provisions, conditions and
limitations of this Plan;

(c) to correct any defect, supply any omission or reconcile
any inconsistency that may appear in this Plan in the manner and to the
extent it deems expedient to carry this Plan into effect for the
greatest benefit of all parties at interest;

(d) to determine all controversies relating to the
administration of this Plan, including but not limited to:

(1) differences of opinion arising between the Company
and a Participant except when the difference of opinion relates
to the entitlement to, the amount of or the method or timing of
payment of a benefit affected by a Change of Control, in which
event it shall be decided by judicial action; and

(2) any question it deems advisable to determine in
order to promote the uniform administration of this Plan for the
benefit of all parties at interest; and

(e) to delegate by written notice those clerical and
recordation duties of the Committee, as it deems necessary or advisable
for the proper and efficient administration of this Plan.

7.4 Committee Discretion. The Committee in exercising any
power or authority granted under this Plan or in making any determination under
this Plan shall perform or refrain from performing those acts using its sole
discretion and judgment. Any decision made by the Committee or any refraining
to act or any act taken by the Committee in good faith shall be final and
binding on all parties. The Committee's decision shall never be subject to de
novo review. Notwithstanding the foregoing, the Committee's decisions,
refraining to act or acting is to be subject to judicial review for those
incidents occurring during the Plan Year in which a Change of Control occurs
and during the next three succeeding Plan Years.

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<PAGE> 30
7.5 Reimbursement of Expenses. The Committee will serve
without compensation for their services but will be reimbursed by Sysco for all
expenses properly and actually incurred in the performance of their duties
under this Plan.

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<PAGE> 31
ARTICLE VIII

ADOPTION BY SUBSIDIARIES

8.1 Procedure for and Status After Adoption. Any Subsidiary
may, with the approval of the Committee, adopt this Plan by appropriate action
of its board of directors. The terms of this Plan will apply separately to
each Subsidiary adopting this Plan and its Participants in the same manner as
is expressly provided for Sysco and its Participants except that the powers of
the Board of Directors and the Committee under this Plan will be exercised by
the Board of Directors of Sysco alone. Sysco and each Subsidiary adopting this
Plan will bear the cost of providing plan benefits for its own Participants.
Sysco will initially pay the costs of the Plan each Plan Year. However, each
adopting Subsidiary will then be billed back for the actuarially determined
costs pertaining to it in accordance with the appropriate Financial Accounting
Standards Board pronouncements. It is intended that the obligation of Sysco
and each Subsidiary with respect to its Participants will be the sole
obligation of the Company that is employing the Participant and will not bind
any other Company.

8.2 Termination of Participation By Adopting Subsidiary. Any
Subsidiary adopting this Plan may, by appropriate action of its board of
directors, terminate its participation in this Plan. The Committee may, in its
discretion, also terminate a Subsidiary's participation in this Plan at any
time. The termination of the participation in this Plan by a Subsidiary will
not, however, affect the rights of any Participant who is working or has worked
for the Subsidiary as to benefits previously accrued by the Participant under
this Plan without his consent.

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<PAGE> 32
ARTICLE IX

AMENDMENT AND/OR TERMINATION

9.1 Amendment or Termination of the Plan. The Board of
Directors may amend or terminate this Plan at any time by an instrument in
writing without the consent of any adopting Company.

9.2 No Retroactive Effect on Awarded Benefits. No amendment
will affect the rights of any Participant to the retirement benefit provided in
Article IV previously accrued by the Participant or will change a Participant's
rights under any provision relating to a Change of Control after a Change of
Control has occurred without his consent. However, the Board of Directors
retains the right at any time to change in any manner or to discontinue the
death benefit provided in Article V and/or the additional awarding of Credited
Service for vesting purposes after termination for total disability except for
a period of four years after a Change of Control for those persons who at that
time were covered by the death benefit and those persons who at that time were
covered by the additional Credited Service for vesting for disability, and to
change in any manner the retirement benefit provided in Article IV but only as
to accruals after the date of the amendment.

9.3 Effect of Termination. If this Plan is terminated, no new
death benefit will be provided and no further retirement benefit will accrue.
The retirement benefit accrued to the date of termination will be payable under
the conditions, at the time and in the form then provided in this Plan.

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<PAGE> 33
ARTICLE X

FUNDING

10.1 Payments Under This Plan are the Obligation of the
Company. The Company will pay the benefits due the Participants under this
Plan; however should it fail to do so when a benefit is due, the benefit will
be paid by the trustee of that certain trust agreement, entered into
contemporaneously with this agreement, by and between the Company and Texas
Commerce Bank National Association. In any event, if the trust fails to pay
for any reason, the Company still remains liable for the payment of all
benefits provided by this Plan.

10.2 Plan May Be Funded Through Life Insurance Owned by the
Company or a Rabbi Trust. It is specifically recognized by both the Company
and the Participants that the Company may, but is not required to, purchase
life insurance so as to accumulate assets sufficient to fund the obligations of
the Company under this Plan and that the Company may, but is not required to
contribute any policy or policies it may purchase and any amount it finds
desirable to a trust established to accumulate assets sufficient to fund the
obligations of all of the Companies signatory to this Plan. However, under all
circumstances, the Participants will have no rights to any of those policies;
and, likewise, under all circumstances, the rights of the Participants to the
assets held in the trust will be no greater than the rights expressed in this
agreement. Nothing contained in the trust agreement which creates the funding
trust will constitute a guarantee by any Company that assets of the Company
transferred to the trust will be sufficient to pay any benefits under this Plan
or would place the Participant in a secured position ahead of general creditors
should the Company become insolvent or bankrupt. Any trust agreement prepared
to fund the

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<PAGE> 34
Company's obligations under this Plan must specifically set out these
principles so it is clear in that trust agreement that the Participants in this
Plan are only unsecured general creditors of the Company in relation to their
benefits under this Plan.

10.3 Reversion of Excess Assets. Any adopting Company may, at
any time, request the actuary, who last performed the annual actuarial
valuation of the Sysco Retirement Plan, to determine the present value of the
Accrued Benefit assuming the Accrued Benefit to be fully vested (whether it is
or not), as of the end of the Plan Year coincident with or last preceding the
request, of all Participants and Beneficiaries of deceased Participants for
which all Companies are or will be obligated to make payments under this Plan.
If the fair market value of the assets held in the trust, as determined by the
Trustee as of that same date, exceeds the total of the Accrued Benefits of all
Participants and Beneficiaries by 25%, any Company may direct the trustee to
return to each Company its proportionate part of the assets which are in excess
of 125% of the Accrued Benefits. Each Company's share of the excess assets
will be the Participants' present value of the Accrued Benefit earned while in
the employ of that Company as compared to the total of the present value of the
Accrued Benefits earned by all Participants under the Plan times the excess
assets. For this purpose the present value of the Accrued Benefit will be
calculated using the data for the preceding Plan Year brought forward using the
assumptions used to determine the actuarially determined costs according to the
appropriate Financial Accounting Standards Board pronouncements. If there has
been a Change of Control, to determine excess assets, all contributions made
prior to the Change of Control will be subtracted from the fair market value of
the assets held in the trust as of the determination date but before the
determination is made.

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<PAGE> 35
10.4 Participants Must Rely Only on General Credit of the
Company. It is also specifically recognized by both the Company and the
Participants that this Plan is only a general corporate commitment and that
each Participant must rely upon the general credit of the Company for the
fulfillment of its obligations under this Plan. Under all circumstances the
rights of Participants to any asset held by the Company will be no greater than
the rights expressed in this Plan. Nothing contained in this Plan will
constitute a guarantee by the Company that the assets of the Company will be
sufficient to pay any benefits under this Plan or would place the Participant
in a secured position ahead of general creditors of the Company. Though the
Company may establish or become a signatory to a Rabbi Trust, as indicated in
Section 10.1, to accumulate assets to fulfill of its obligations, the Plan and
any such trust will not create any lien, claim, encumbrance, right, title or
other interest of any kind in any Participant in any asset held by the Company,
contributed to any such trust or otherwise designated to be used for payment of
any of its obligations created in this Plan. No policy or other specific asset
of the Company has been or will be set aside, or will in any way be transferred
to the trust or will be pledged in any way for the performance of the Company's
obligations under this Plan which would remove the policy or asset from being
subject to the general creditors of the Company.

10.5 Funding of Benefits for Participants Subject to Canadian
Income Tax Laws is Prohibited. No Company employing a Participant whose income
is subject to the Canadian tax laws shall be permitted to fund its obligation
to that person through any Rabbi Trust, fund, sinking fund or other financial
vehicle even though under applicable law the assets held to fund the obligation
are still subject to the general creditors of the Company.

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<PAGE> 36
ARTICLE XI

MISCELLANEOUS

11.1 Responsibility for Distributions and Withholding of Taxes.
The Committee will furnish information, to the Company last employing the
Participant, concerning the amount and form of distribution to any Participant
entitled to a distribution so that the Company may make or cause the Rabbi
Trust to make the distribution required. It will also calculate the deductions
from the amount of the benefit paid under this Plan for any taxes required to
be withheld by federal, state or local government and will cause them to be
withheld. If a Participant has accrued a benefit under this Plan while in the
service of more than one Company, each Company for which the Participant was
working will reimburse the disbursing agent for the amount attributable to the
benefit earned while the Participant was in the Credited Service of that
Company if it has not already provided that funding to the disbursing agent.

11.2 Limitation of Rights. Nothing in this Plan will be
construed:

(a) to give a Participant any right with respect to any
benefit except in accordance with the terms of this Plan;

(b) to limit in any way the right of the Company to terminate
a Participant's employment with the Company at any time;

(c) to evidence any agreement or understanding, expressed or
implied, that the Company will employ a Participant in any particular
position or for any particular remuneration; or

(d) to give a Participant or any other person claiming through
him any interest or right under this Plan other than that of any
unsecured general creditor of the Company.

11.3 Distributions to Incompetents or Minors. Should a
Participant become incompetent or should a Participant designate a Beneficiary
who is a minor or incompetent,

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<PAGE> 37
the Committee is authorized to pay the funds due to the parent of the minor or
to the guardian of the minor or incompetent or directly to the minor or to
apply those funds for the benefit of the minor or incompetent in any manner the
Committee determines in its sole discretion.

11.4 Nonalienation of Benefits. No right or benefit provided
in this Plan will be transferable by the Participant except, upon his death, to
a named Beneficiary as provided in this Plan. No right or benefit under this
Plan will be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same will be void. No right or benefit under
this Plan will in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If any
Participant or any Beneficiary becomes bankrupt or attempts to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or benefit under
this Plan, that right or benefit will, in the discretion of the Committee,
cease. In that event, the Committee may have the Company hold or apply the
right or benefit or any part of it to the benefit of the Participant or
Beneficiary, his or her spouse, children or other dependents or any of them in
any manner and in any proportion the Committee believes to be proper in its
sole and absolute discretion, but is not required to do so.

11.5 Reliance Upon Information. The Committee will not be
liable for any decision or action taken in good faith in connection with the
administration of this Plan. Without limiting the generality of the foregoing,
any decision or action taken by the Committee when it relies upon information
supplied it by any officer of the Company, the Company's legal counsel, the
Company's actuary, the Company's independent accountants

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<PAGE> 38
or other advisors in connection with the administration of this Plan will be
deemed to have been taken in good faith.

11.6 Amendment Applicable to Active Participants Only Unless it
Provides Otherwise. No benefit which has accrued to any Participant who has
died, retired, become disabled or separated or whose participation has become
frozen prior to the execution of an amendment shall be changed in amount or
subject to any adjustment provided in that amendment unless the amendment
specifically provides that it will apply to those persons and it does not have
the effect of reducing those persons Accrued Benefit as then fixed without
their consent.

11.7 Severability. If any term, provision, covenant or
condition of this Plan is held to be invalid, void or otherwise unenforceable,
the rest of this Plan will remain in full force and effect and will in no way
be affected, impaired or invalidated.

11.8 Notice. Any notice or filing required or permitted to be
given to the Committee or a Participant will be sufficient if in writing and
hand delivered or sent by U.S. mail to the principal office of the Company or
to the residential mailing address of the Participant. Notice will be deemed
to be given as of the date of hand delivery or if delivery is by mail, as of
the date shown on the postmark.

11.9 Gender and Number. If the context requires it, words of
one gender when used in this Plan will include the other genders, and words
used in the singular or plural will include the other.

11.10 Governing Law. The Plan will be construed, administered
and governed in all respects by the laws of the State of Texas.

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<PAGE> 39
11.11 Effective Date. This Plan will be operative and effective
on July 3, 1988.

IN WITNESS WHEREOF, the Company has executed this document on
this 15th day of February, 1996, amending and restating the Plan to incorporate
the First Amendment, which was executed on this same date but made effective
July 1, 1995, into the last previously amended and restated Plan which was
executed on September 19, 1995.

SYSCO CORPORATION

By
----------------------------------------

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<PAGE> 1
SYSCO CORPORATION AND SUBSIDIARIES

STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

EXHIBIT 11

<TABLE>
<CAPTION>
July 2, 1994 July 1, 1995 June 29, 1996
------------ ------------ -------------
Calculation of Primary Earnings Per Share:
- ------------------------------------------
<S> <C> <C> <C>
Net earnings applicable to common stock $216,752,000 $251,824,000 $276,905,000
============ ============ ============

Average number of common shares and common stock
equivalents outstanding 184,338,616 182,779,806 182,598,897

Dilutive effect of stock options (1) -- -- --
------------ ------------ ------------
184,338,616 182,779,806 182,598,897
============ ============ ============

Primary earnings per share $ 1.18 $ 1.38 $ 1.52
============ ============ ============

Calculation of Fully Diluted Earnings Per Share:
- ------------------------------------------------

Net earnings applicable to common stock $216,752,000 $251,824,000 $276,905,000
============ ============ ============

Average number of shares outstanding on a fully
diluted basis -- same as for calculation of
primary 184,338,616 182,779,806 182,598,897
earnings per share

Dilutive effect of stock options and
Liquid Yield Option Notes (2) -- -- --
------------ ------------ ------------
184,338,616 182,779,806 182,598,897
============ ============ ============

Fully diluted earnings per share $ 1.18 $ 1.38 $ 1.52
============ ============ ============
</TABLE>

(1) Maximum possible dilutive effect of outstanding options in each year is
less than 3%.

(2) Maximum possible dilutive effect of outstanding options and Liquid Yield
Option Notes during each year is less than 3%.

<PAGE> 1
SYSCO CORPORATION AND SUBSIDIARIES

SUBSIDIARIES OF THE REGISTRANT

EXHIBIT 21

Registrant: Sysco Corporation

The following is a list of wholly-owned subsidiaries of the Registrant.

<TABLE>
<CAPTION>
State or Jurisdiction
Name of Subsidiary of Incorporation
------------------ ------------------------
<S> <C>
Allied-Sysco Food Services, Inc. . . . . . . . . . . . . . . . California
Bell/Sysco Food Services, Inc. . . . . . . . . . . . . . . . . North Carolina
Deaktor/Sysco Food Services Company . . . . . . . . . . . . . Pennsylvania
K.W. Food Distributors Ltd. . . . . . . . . . . . . . . . . . B.C. Canada
Maine/Sysco, Inc. . . . . . . . . . . . . . . . . . . . . . . Maine
Major-Sysco Food Services, Inc. . . . . . . . . . . . . . . . . California
Mid-Central /Sysco Food Services, Inc. . . . . . . . . . . . . Missouri
Miesel/Sysco Food Service Company . . . . . . . . . . . . . . Delaware
Nobel/Sysco Food Services Company . . . . . . . . . . . . . . Colorado
* Sysco Equipment & Furnishings Company . . . . . . . . . Delaware
Pegler-Sysco Food Services Company . . . . . . . . . . . . . . Nebraska
* Pegler-Sysco Transportation Co. . . . . . . . . . . . . Nebraska
Ritter Sysco Food Services, Inc. . . . . . . . . . . . . . . . New Jersey
* Dowd Food Discount Corp. . . . . . . . . . . . . . . . New Jersey
Smelkinson Sysco Food Services, Inc. . . . . . . . . . . . . . Delaware
Sysco Avard Food Services, Inc. . . . . . . . . . . . . . . . Delaware
Sysco Financial Services, Inc. . . . . . . . . . . . . . . . . Delaware
* Arrow - Sysco Food Services, Inc. . . . . . . . . . . . Delaware
* Hardin's - Sysco Food Services, Inc. . . . . . . . . . Tennessee
* Lankford - Sysco Food Services, Inc. . . . . . . . . . Maryland
* Robert Orr - Sysco Food Services Co. . . . . . . . . . Tennessee
* Sysco Food Services of Dallas, Inc. . . . . . . . . . . Delaware
* Sysco Food Services of Houston, Inc. . . . . . . . . . Delaware
Sysco Food Services - Chicago, Inc. . . . . . . . . . . . . . Delaware
Sysco Food Services - Jacksonville, Inc. . . . . . . . . . . . Delaware
Sysco Food Services - West Coast Florida, Inc. . . . . . . . . Delaware
Sysco Food Services of Arizona, Inc. . . . . . . . . . . . . . Delaware
* Sysco Arizona Leasing, Inc. . . . . . . . . . . . . . . Delaware
Sysco Food Services of Arkansas, Inc. . . . . . . . . . . . . Arkansas
Sysco Food Services of Atlanta, Inc. . . . . . . . . . . . . . Delaware
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
State or Jurisdiction
Name of Subsidiary of Incorporation
------------------ ------------------------
<S> <C>
Sysco Food Services of Atlantic City, Inc. . . . . . . . . . . Delaware
Sysco Food Services of Austin, Inc. . . . . . . . . . . . . . Delaware
Sysco Food Services of Beaumont, Inc. . . . . . . . . . . . . Texas
Sysco Food Services of Central Florida, Inc. . . . . . . . . . Delaware
Sysco Food Services of Central Pennsylvania, Inc. . . . . . . Pennsylvania
Sysco Food Services of Cleveland, Inc. . . . . . . . . . . . . Delaware
Sysco Food Services of Grand Rapids, Inc. . . . . . . . . . . Michigan
Sysco Food Services of Idaho, Inc. . . . . . . . . . . . . . . Idaho
Sysco Food Services of Indianapolis, Inc. . . . . . . . . . . Delaware
Sysco Food Services of Iowa, Inc. . . . . . . . . . . . . . . Delaware
Sysco Food Services of Los Angeles, Inc. . . . . . . . . . . . Delaware
Sysco Food Services of Minnesota, Inc. . . . . . . . . . . . . Delaware
Sysco Food Services of Montana, Inc. . . . . . . . . . . . . . Delaware
Sysco Food Services of Oklahoma, Inc. . . . . . . . . . . . . Delaware
Sysco Food Services of Philadelphia, Inc. . . . . . . . . . . Pennsylvania
* Concors Supply Co., Inc. . . . . . . . . . . . . . . . Delaware
* Garden Cash & Carry, Inc. . . . . . . . . . . . . . . . Delaware
Sysco Food Services of Portland, Inc. . . . . . . . . . . . . Delaware
Sysco Food Services of San Antonio, Inc. . . . . . . . . . . . Delaware
Sysco Food Services of Seattle, Inc. . . . . . . . . . . . . . Delaware
Sysco Food Services of South Florida, Inc. . . . . . . . . . . Delaware
Sysco Food Services of St. Louis, Inc. . . . . . . . . . . . . Delaware
Sysco Food Services of Virginia, Inc. . . . . . . . . . . . . Virginia
Sysco Holdings Limited . . . . . . . . . . . . . . . . . . . . New Brunswick, Canada
* Strano Sysco Foodservice Limited . . . . . . . . . . . Ontario, Canada
Sysco Intermountain Food Services, Inc. . . . . . . . . . . . Delaware
Sysco/Louisville Food Services Co. . . . . . . . . . . . . . . Delaware
The SYGMA Network, Inc. . . . . . . . . . . . . . . . . . . . Delaware
The SYGMA Network of Ohio, Inc. . . . . . . . . . . . . . . . Delaware

INACTIVE
- --------
CFS Bakeries, Inc. . . . . . . . . . . . . . . . . . . . . . . California
CFS Continental Transportation Company . . . . . . . . . . . . Illinois
DiPaolo/Sysco Food Services Company . . . . . . . . . . . . . Ohio
FSB, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Grants - Sysco Food Services, Inc. . . . . . . . . . . . . . . Michigan
SyscoMed, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Tartan Foods, Inc. . . . . . . . . . . . . . . . . . . . . . . Delaware
Vernon, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . California
</TABLE>

* 2nd Tier Subsidiary

<PAGE> 1
SYSCO CORPORATION AND SUBSIDIARIES

INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT

EXHIBIT 23

As independent public accountants, we hereby consent to the incorporation of
our report included in the Company's Report on Form 10-K for the year ended
June 29, 1996 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 and Prospectus of Sysco Corporation
relating to the $500,000,000 debt securities offering (Registration No.
33-60023), (vii) 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), (viii) 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), and (ix) 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.
333-1257).

/s/ Arthur Andersen LLP

Arthur Andersen LLP
Houston, Texas
September 24, 1996

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ITEM 8.,
FINANCIAL STATEMENTS AND SUPPLYMENTARY DATA AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-END> JUN-29-1996
<CASH> 107,759
<SECURITIES> 0
<RECEIVABLES> 1,056,139
<ALLOWANCES> (16,380)
<INVENTORY> 723,937
<CURRENT-ASSETS> 1,922,327
<PP&E> 1,754,144
<DEPRECIATION> (763,502)
<TOTAL-ASSETS> 3,325,405
<CURRENT-LIABILITIES> 1,037,524
<BONDS> 581,734
0
0
<COMMON> 191,294
<OTHER-SE> 1,283,384
<TOTAL-LIABILITY-AND-EQUITY> 3,325,405
<SALES> 13,395,130
<TOTAL-REVENUES> 13,395,130
<CGS> 10,983,796
<TOTAL-COSTS> 12,941,187
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 16,427
<INTEREST-EXPENSE> 41,019
<INCOME-PRETAX> 453,943
<INCOME-TAX> 177,038
<INCOME-CONTINUING> 276,905
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 276,905
<EPS-PRIMARY> 1.52
<EPS-DILUTED> 1.52

</TABLE>