RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                               SYSCO CORPORATION
 
                          It is hereby certified that:
 
     1. The present name of the corporation (hereinafter called the
"corporation") is Sysco Corporation which is the name under which the
corporation was originally incorporated; and the date of filing the original
certificate of incorporation of the corporation with the Secretary of State of
the State of Delaware is May 8, 1969.
 
     2. The provisions of the certificate of incorporation of the corporation as
heretofore amended and/or supplemented are hereby restated and integrated into
the single instrument which is hereinafter set forth, and which is entitled
Restated Certificate of Incorporation of Sysco Corporation without any further
amendments and without any discrepancy between the provisions of the certificate
of incorporation as heretofore amended and supplemented and the provisions of
the said single instrument hereinafter set forth.
 
     3. The restatement of the certificate of incorporation herein certified has
been duly adopted by the directors in accordance with the provisions of Section
245 of the General Corporation Law of the State of Delaware.
 
     4. The restated certificate of incorporation herein certified shall be
effective upon filing.
 
     5. The certificate of incorporation of the corporation, and restated
herein, shall at the effective time of this Restated Certificate of
Incorporation, read as follows:
 
                     "RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                               SYSCO CORPORATION
                               ------------------
 
     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
 
     FIRST: The name of the corporation (hereinafter called the "corporation")
is
 
                               SYSCO CORPORATION
 
     SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 229 South State
Street, City of Dover, County of Kent; and the name of the registered agent of
the corporation in the State of Delaware at such address is The Prentice-Hall
Corporation System, Inc.
 
     THIRD: The nature of the business and of the purposes to be conducted and
promoted by the corporation, which shall be in addition to the authority of the
corporation to conduct any lawful business, to promote any lawful purpose, and
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, is as follows:
 
     To buy, sell, import, export, produce and cause to be produced, prepare for
market, process, manufacture, freeze and quick-freeze, desiccate, dehydrate,
preserve, package, wrap, can, devise formulae and recipes for, and receive,
acquire, transfer and assign options, rights, franchises, and licenses in
respect thereof, store, distribute, and generally deal in and with, at wholesale
and retail, and as principal, agent, broker, commission merchant, or in any
other lawful capacity, unprocessed and processed foods and food products,
edibles, and beverages, and commodities of any and all kinds, and without
limiting the generality of the foregoing, fruits,
 
                                        2
<PAGE>   3
 
vegetables, nuts, and grains and the products thereof, meat and meat products,
fish, crustaceans, and other marine products, poultry, fowl, game, and eggs, and
the products thereof, milk, cream, butter, and cheese, and dairy products,
coffee, tea, cocoa, chocolate, and alcoholic and non-alcoholic beverages, and
the products thereof, juices, concentrates, syrups, sugar and sweeteners and the
products thereof, confections, desserts, refreshments, and bakery products,
condiments, spices, oils, essences, and seasonings, sauces, flavorings, and
natural, vegetable, animal, marine, chemical, biological, mineral, and synthetic
products and compounds of any and all kinds, together with the ingredients,
components and resultants thereof and the substitutes therefor; to purchase,
lease, or otherwise acquire, operate, manage, maintain, and generally deal in
and with buildings, factories and processing, canning, freezing, dehydrating,
and preserving plants, packing houses, bakeries, offices, sales rooms,
warehouses, laboratories, workshops, and manufacturing establishments; to
purchase, lease, or otherwise acquire implements, machinery, apparatus,
fixtures, equipment, and other conveniences of any and all kinds for producing,
manufacturing, packing, processing, handling, buying, selling, and trading in
the said materials, goods, wares, merchandise, and products of the corporation;
and to do any and all things necessary, useful, and convenient in furtherance of
the business of the corporation.
 
     To carry on the general business of franchising, licensing and managing
food sales and service, including all businesses, tangible and intangible
personal property of every class and description; to engage in management
consultant and advisory work in connection with the foregoing, and to promote
and develop any of the businesses or properties in which it may have an interest
or investment.
 
     To endorse, assume and/or guarantee, as accommodation endorser, guarantor
or otherwise, the performance and/or payment of any leases, contracts, notes,
debentures, mortgages or other evidences of indebtedness or obligations of any
person, partnership, corporation, firm or association or other parties, whether
or not the corporation has a direct or indirect interest in the subject matter
with respect to which such leases, contracts, notes, debentures or other
evidences of indebtedness are being executed or issued and/or in the obligors or
makers of such leases, contracts, notes, debentures or any other parties
thereto.
 
     To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of its property and assets, or any
interest therein, wherever situated.
 
     To engage generally in the real estate business as principal, agent,
broker, and in any lawful capacity, and generally to take, lease, purchase, or
otherwise acquire, and to own, use, hold, sell, convey, exchange, lease,
mortgage, work, clear, improve, develop, divide, and otherwise handle, manage,
operate, deal in and dispose of real estate, real property, lands,
multiple-dwelling structures, houses, buildings and other works and any interest
or right therein; to take, lease, purchase or otherwise acquire, and to own,
use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise
handle, and deal in and dispose of, as principal, agent, broker, and in any
lawful capacity, such personal property, chattels, chattels real, rights,
easements, privileges, choses in action, notes, bonds, mortgages, and securities
as may lawfully be acquired, held, or disposed of; and to acquire, purchase,
sell, assign, transfer, dispose of, and generally deal in and with, as
principal, agent, broker, and in any lawful capacity, mortgages and other
interests in real, personal, and mixed properties; to carry on a general
construction, contracting, building, and realty management business as
principal, agent, representative, contractor, subcontractor, and in any other
lawful capacity.
 
     To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export, license
as licensor or licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant, and assign licensing arrangements, options, franchises, and
other rights in respect of, and generally deal in and with, at wholesale and
retail, as principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor, and in
any other lawful capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed, and other real, personal, and mixed
property of any and all kinds, together with the components, resultants, and
by-products thereof.
 
                                        3
<PAGE>   4
 
     To apply for, register, obtain, purchase, lease, cake licenses in respect
of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to
account, grant licenses and immunities in respect of, manufacture under and to
introduce, sell, assign, mortgage, pledge or otherwise dispose of, and, in any
manner deal with and contract with reference to:
 
          (a) inventions, devices, formulae, processes and any improvements and
     modifications thereof;
 
          (b) letters patent, patent rights, patented processes, copyrights,
     designs, and similar rights, trade-marks, trade names, trade symbols and
     other indications of origin and ownership granted by or recognized under
     the laws of the United States of America, the District of Columbia, any
     state or subdivision thereof, and any commonwealth, territory, possession,
     dependency, colony, possession, agency or instrumentality of the United
     States of America and of any foreign country, and all rights connected
     therewith or appertaining thereunto;
 
          (c) franchises, licenses, grants and concessions.
 
     To guarantee, purchase, take, receive, subscribe for, and otherwise
acquire, own, hold, use and otherwise employ, sell, lease, exchange, transfer,
and otherwise dispose of, mortgage, lend, pledge, and otherwise deal in and
with, securities (which term, for the purpose of this Article THIRD, includes,
without limitation of the generality thereof, any shares of stock, bonds,
debentures, notes, mortgages, other obligations, and any certificates, receipts
or other instruments representing rights to receive, purchase or subscribe for
the same, or representing any other rights or interests therein or in any
property or assets) of any persons, domestic and foreign firms, associations,
and corporations, and by any government or agency or instrumentality thereof; to
make payment therefor in any lawful manner; and, while owner of any such
securities, to exercise any and all rights, powers and privileges in respect
thereof, including the right to vote.
 
     To make, enter into, perform and carry out contracts of every kind and
description, partnership agreements or joint ventures with any person,
partnership, firm, association, corporation or government or subdivision
thereof.
 
     To acquire by purchase, exchange or otherwise, all, or any part of, or any
interest in, the properties, assets, business and good will of any one or more
persons, firms, associations or corporations heretofore or hereafter engaged in
any business for which a corporation may now or hereafter be organized under the
laws of the State of Delaware; to pay for the same in cash, property or its own
or other securities; to hold, operate, reorganize, liquidate, sell or in any
manner dispose of the whole or any part thereof; and in connection therewith, to
assume or guarantee performance of any liabilities, obligations or contracts of
such persons, firms, associations or corporations, and to conduct the whole or
any part of any business thus acquired.
 
     To lend money in furtherance of its corporate purposes and to invest and
reinvest its funds from time to time to such extent, to such persons, firms,
associations, corporations, governments or agencies or instrumentalities
thereof, and on such terms and on such security, if any, as the Board of
Directors of the corporation may determine.
 
     To make contracts of guaranty and suretyship of all kinds and endorse or
guarantee the payment of principal, interest or dividends upon, and to guarantee
the performance of sinking fund or other obligations of, any securities, and to
guarantee in any way permitted by law the performance of any of the contracts or
undertakings in which the corporation may otherwise be or become interested, of
any persons, firm, association, corporation, government or agency or
instrumentality thereof, or of any other combination, organization or entity
whatsoever.
 
     To borrow money without limit as to amount and at such rates of interest as
it may determine; from time to time to issue and sell its own securities,
including its shares of stock, notes, bonds, debentures, and other obligations,
in such amounts, on such terms and conditions, now or hereafter permitted by the
laws of the State of Delaware and by this certificate of incorporation, as the
Board of Directors of the corporation may determine; and to secure any of its
obligations by mortgage, pledge or other encumbrances of all or any of its
property, franchises and income.
 
                                        4
<PAGE>   5
 
     To be a promoter or manager of other corporations of any type or kind; and
to participate with others in any corporation, partnership, limited partnership,
joint venture, or other association of any kind, or in any transaction,
undertaking or arrangement which the corporation would have power to conduct by
itself, whether or not such participation involves sharing or delegation of
control with or to others.
 
     To draw, make, accept, endorse, discount, execute, and issue promissory
notes, drafts, bills of exchange, warrants, bonds, debentures, and other
negotiable or transferable instruments and evidences of indebtedness whether
secured by mortgage or otherwise, as well as to secure the same by mortgage or
otherwise, so far as may be permitted by the laws of the State of Delaware.
 
     To purchase, receive, take, reacquire or otherwise acquire, own and hold,
sell, lend, exchange, reissue, transfer or otherwise dispose of, pledge, use,
cancel, and otherwise deal in and with its own shares and its other securities
from time to time to such an extent and in such manner and upon such terms as
the Board of Directors of the corporation shall determine; provided that the
corporation shall not use its funds or property for the purchase of its own
shares of capital stock when its capital is impaired or when such use would
cause any impairment of its capital, except to the extent permitted by law.
 
     To organize, as an incorporator, or cause to be organized under the laws of
the State of Delaware, or any other State of the United States of America, or of
the District of Columbia, or of any commonwealth, territory, dependency, colony,
possession, agency, or instrumentality of the United States of America, or of
any foreign country, a corporation or corporations for the purpose of conducting
and promoting any business or purpose for which corporations may be organized,
and to dissolve, wind up, liquidate, merge or consolidate any such corporation
or corporations or to cause the same to be dissolved, wound up, liquidated,
merged or consolidated.
 
     To conduct its business, promote its purposes, and carry on its operations
in any and all of its branches and maintain offices both within and without the
State of Delaware, in any and all States of the United States of America, in the
District of Columbia, and in any or all commonwealths, territories,
dependencies, colonies, possessions, agencies, or instrumentalities of the
United States of America and of foreign governments.
 
     To promote and exercise all or any part of the foregoing purposes and
powers in any and all parts of the world, and to conduct its business in all or
any of its branches as principal, agent, broker, factor, contractor, and in any
other lawful capacity, either alone or through or in conjunction with any
corporations, associations, partnership, firms, trustees, syndicates,
individuals, organizations, and other entities in any part of the world, and, in
conducting its business and promoting any of its purposes, to maintain offices,
branches and agencies in any part of the world, to make and perform any
contracts and to do any acts and things, and to carry on any business, and to
exercise any powers and privileges suitable, convenient, or proper for the
conduct, promotion, and attainment of any of the business and purposes herein
specified or which at any time may be incidental thereto or may appear conducive
to or expedient for the accomplishment of any of such business and purposes and
which might be engaged in or carried on by a corporation incorporated or
organized under the General Corporation Law of the State of Delaware, and to
have and exercise all of the powers conferred by the laws of the State of
Delaware upon corporations incorporated or organized under the General
Corporation Law of the State of Delaware.
 
     The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power. The foregoing
enumeration of specific purposes and powers shall not be held to limit or
restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
Certificate of Incorporation; provided, that the corporation shall not conduct
any business, promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.
 
     FOURTH: A. The total number of shares of stock which the corporation shall
have authority to issue is Fifty One Million Five Hundred Thousand (51,500,000)
shares, consisting of One Million Five Hundred Thousand (1,500,000) shares of
Preferred Stock with a par value of One ($1.00) Dollar each, and Fifty
 
                                        5
<PAGE>   6
 
Million (50,000,000) shares of Common Stock with a par value of One ($1.00)
Dollar each. The corporation may issue fractional shares of stock, which shall
be entitled to proportionate dividends, voting and liquidation rights.
 
     B. Preferred Stock may be issued from time to time in one or more series
with such voting powers, full or limited, or no voting powers, and such
designations, powers and relative, participating, optional or other special
rights and qualifications, limitations or restrictions thereof; and may be
subject to purchase or redemption at such time or times and at such price or
prices, and may provide for retirement or sinking fund for such purchase or
redemption, and may be entitled to receive dividends at such rates, on such
conditions and at such times, payable in preference to, or in such relation to,
dividends payable to any other class or classes and of any other series of
stock, and cumulative or non-cumulative, and may be entitled to such rights in
dissolution or liquidation, whether voluntary or involuntary, or upon any other
distribution of the assets of the corporation, and may be made convertible into
or exchangeable for, shares of any other class or classes of stock, or any other
series thereof, of the corporation, at such price or prices or at such rate or
rates of exchange, and with such adjustments, as shall be stated and expressed
in the resolution or resolutions providing for the issuance of such Preferred
Stock adopted by the Board of Directors from time to time pursuant to the
authority which is hereby expressly vested in said Board of Directors by the
provisions of this certificate of incorporation, a copy of which resolution or
resolutions shall have been set forth in a certificate made, executed,
acknowledged, filed and recorded in the manner required by the laws of the State
of Delaware in order to make the same effective.
 
     Each series shall consist of such number of shares as shall be stated and
expressed in such resolution or resolutions providing for the issuance of the
stock of such series. All shares of any one series of Preferred Stock shall be
alike in every particular.
 
     C. Dividends. Subject to such dividend rights as the holders of any
Preferred Stock or any series of Preferred Stock may have, holders of the Common
Stock shall be entitled to receive such dividends as may be declared thereon
from time to time by the Board of Directors, in its discretion, out of any
assets of the corporation at the time legally available for the payment of
dividends.
 
     D. Liquidation or Dissolution. (a) In the event of any liquidation,
dissolution or winding up of the corporation, whether voluntary or involuntary,
or in the event of insolvency, then and in such event, subject to the preference
or other rights, if any, of the shares of Preferred Stock or any series of
Preferred Stock, if any, each share of Common Stock shall be entitled to share
equally in all of the assets of the corporation distributed in such
circumstances.
 
     (b) Neither the consolidation, nor merger of the corporation into or with
another corporation or corporations, nor the merger or consolidation or another
corporation or corporations with or into the corporation, nor a reorganization
of the corporation, nor the purchase or redemption of all or part of the
outstanding shares of any class or classes of the stock of the corporation, nor
a sale or transfer of the property and business of the corporation as, or
substantially as, an entity, shall be deemed a liquidation, dissolution, or
winding up of the affairs of the corporation, within the meaning of any of the
provisions of this Article FOURTH.
 
     E. Preemptive Rights. No holder of shares of stock of any class of the
corporation shall be entitled, as such, as of right to purchase or subscribe
for, or to have offered to him for purchase or subscription, any shares of the
same or any other class of stock of the corporation or any obligation of the
corporation convertible into or exchangeable for shares of stock of the
corporation of any class or any warrants, options, or rights to purchase or
subscribe for shares of stock of any class of the corporation or to purchase or
subscribe for any such convertible or exchangeable obligations, whether now or
hereafter authorized and whether unissued or issued and thereafter acquired by
the corporation. Any such stock or other securities may be issued and disposed
of pursuant to resolution of the Board of Directors, to such persons, firms,
corporations, or associations, at such prices, and otherwise upon such terms, as
may be deemed advisable by the Board of Directors in the exercise of its
discretion.
 
     F. Except as otherwise required by law, or except as may be specifically
granted by any resolution or resolutions with respect to any class or series of
Preferred Stock that may subsequently be filed, the entire
 
                                        6
<PAGE>   7
 
voting power shall be vested in the holders of the shares of Common Stock, and
the holders of the shares of Preferred Stock shall have no voting power and
shall not have the right to participate in any meeting of stockholders and shall
not be entitled to any notice of any such meeting and shall not be considered
stockholders for the purpose of any election, meeting, consent or waiver of
notice, under the provisions of any law now in force or which may hereafter be
enacted. Thirty-five per cent (35%) of the shares entitled to vote shall
constitute a quorum at all meetings except as may otherwise be required by law.
 
     G. All of the foregoing rights and privileges of the corporation with
respect to the issuance of Common or Preferred Stock shall be cumulative and in
addition to any rights, powers and privileges which any similar corporation may
have under the present or any future laws of the State of Delaware with respect
to the issuance of such shares of stock.
 
     H. The corporation may, from time to time, by action of its Board of
Directors, create and issue, rights, options and warrants entitling the holders
thereof to purchase from the corporation any shares of its capital stock of any
class or series, such rights, options or warrants to be evidenced by an
instrument in writing, the terms of which shall be set forth in detail in a
resolution adopted by the Board of Directors providing for the creation and
issue of such rights, options and warrants.
 
     FIFTH: The name and the mailing address of the Incorporator are as follows:
 
<TABLE>
<CAPTION>
                 NAME                      MAILING ADDRESS
                 ----                      ---------------
<S>                                     <C>
R. G. Dickerson                         229 South State Street
                                        Dover, Delaware
</TABLE>
 
     SIXTH: The corporation is to have perpetual existence.
 
     SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
 
     EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
 
          1.  The management of the business and the conduct of the affairs
     of the corporation, including the election of the Chairman of the
     Board of Directors, if any, the President, the Treasurer, the
     Secretary, and other principal officers of the corporation, shall be
     vested in its Board of Directors. The number of directors which shall
     constitute the whole Board of Directors shall be fixed by, or in the
     manner provided in, the By-Laws. The phrase "whole Board" and the
     phrase "total number of directors" shall be deemed to have the same
     meaning, to wit, the total number of directors which the corporation
     would have if there were no vacancies. No election of directors need
     be by written ballot.
 
          2.  The original By-Laws of the corporation shall be adopted by
     the incorporator unless the certificate of incorporation shall name
     the initial Board of Directors therein. Thereafter, the power to
 
                                        7
<PAGE>   8
 
     make, alter, or repeal the By-Laws, and to adopt any new By-Law, except a
     By-Law classifying directors for election for staggered terms, shall be
     vested in the Board of Directors.
 
          3.  Whenever the corporation shall be authorized to issue only
     one class of stock, each outstanding share shall entitle the holder
     thereof to notice of, and the right to vote at, any meeting of
     stockholders. Whenever the corporation shall be authorized to issue
     more than one class of stock, no outstanding share of any class of
     stock which is denied voting power under the provisions of the
     certificate of incorporation shall entitle the holder thereof to
     notice of, and the right to vote at, any meeting of stockholders
     except as the provisions of paragraph (d)(2) of section 242 of the
     General Corporation Law and of sections 251, 252, and 253 of the
     General Corporation Law shall otherwise require; provided, that no
     share of any such class which is otherwise denied voting power shall
     entitle the holder thereof to vote upon the increase or decrease in
     the number of authorized shares of said class.
 
          4.  In lieu of taking any permissive or requisite action by vote
     at a meeting of stockholders, any such vote and any such meeting may
     be dispensed with if either all of the stockholders entitled to vote
     upon the action at any such meeting shall consent in writing to any
     such corporate action being taken or if less than all of the
     stockholders entitled to vote upon the action at any such meeting
     shall consent in writing to any such corporate action being taken;
     provided, that any such action taken upon less than the unanimous
     written consent of all stockholders entitled to vote upon any such
     action shall be by the written consent of the stockholders holding at
     least the minimum percentage of the votes required to be cast to
     authorize any such action under the provisions of the General
     Corporation Law or under the provisions of the certificate of
     incorporation or the By-Laws as permitted by the provisions of the
     General Corporation Law; and, provided, that prompt notice be given to
     the stockholders entitled to vote on any such action or the taking of
     such action without a meeting and by less than unanimous consent.
 
          5.  Subject to the applicable provisions of the By-Laws then in
     effect, to determine, from time to time, whether and to what extent
     and at what times and places and under what conditions and regulations
     the accounts and books of the corporation, or any of them, shall be
     open to the inspection of the stockholders, and no stockholder shall
     have any right to inspect any account or book or document of the
     corporation, except as conferred by the laws of the State of Delaware,
     unless and until authorized so to do by resolution of the Board of
     Directors or of the stockholders of the corporation.
 
          6.  To determine whether any, and, if any, what part, of the net
     profits of the corporation or of its net assets in excess of its
     capital shall be declared in dividends and paid to the stockholders,
     and to direct and determine the use and disposition of any such net
     profits or such net assets in excess of capital.
 
     NINTH: No contract or transaction between the corporation and one of its
officers or directors, or between the corporation and another entity in which
one of its officers or directors is involved, either financially or as an
officer or director, will be void or voidable, even where that officer or
director participates in authorizing the transaction, in any one of the
following situations: (1) if the material facts as to both the director's or
officer's interest and the transaction itself are disclosed, and those directors
having no conflicting interest approve the transaction in good faith by a vote
which would be sufficient without counting the vote of any interested director;
or (2) if such material facts are disclosed to the stockholders entitled to vote
on the transaction and it is approved by those stockholders in good faith; or
(3) if the transaction is fair to the corporation at the time it is authorized.
 
     Interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
 
     TENTH: The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of Delaware, indemnify any and all persons
whom it shall have power to indemnify under said section from and against any
and all of the expenses, liabilities or other matters referred to in or covered
 
                                        8
<PAGE>   9
 
by said section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to action in
other capacities while holding such office, and shall continue as to a person
who has ceased to be a director, officer. employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
 
     ELEVENTH: A. For purposes of this Article ELEVENTH, the following terms
shall have the following meanings:
 
     1. "Affiliate" or "Associate" shall have the respective meanings ascribed
to such terms in Rule 12(b)-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect, on June 30, 1984.
 
     2. "Announcement Date" shall mean the date of the first public announcement
of the proposal of the Business Combination.
 
     3. "Business Combination" shall mean:
 
          (a) any merger or consolidation of the corporation or any Subsidiary
     with (a) any Interested Stockholder or any Affiliate of an Interested
     Stockholder or (b) any other corporation (whether or not itself an
     Interested Stockholder) which is, or after such merger or consolidation
     would be, an Affiliate of an Interested Stockholder; or
 
          (b) any sale, lease, exchange, mortgage, pledge, transfer or other
     disposition (in one transaction or a series of transactions) to or with any
     Interested Stockholder of any Affiliate of any Interested Stockholder of
     any assets of the corporation or any Subsidiary having an aggregate Fair
     Market Value of $25,000,000 or more; or
 
          (c) the issuance or transfer by the corporation or any Subsidiary (in
     one transaction or a series of transactions) of any securities of the
     corporation or any Subsidiary to any interested Stockholder or any
     Affiliate of any Interested Stockholder in exchange for cash, securities or
     other property (or a combination thereof) having an aggregate Fair Market
     Value of $25,000,000 or more; or
 
          (d) The adoption of any plan or proposal for the liquidation or
     dissolution of the corporation proposed by or on behalf of any Interested
     Stockholder or any Affiliate of any Interested Stockholder; or
 
          (e) any reclassification of securities (including any reverse stock
     split), or recapitalization of the corporation, or any merger or
     consolidation of the corporation with any of its Subsidiaries or any other
     transaction (whether or not with or into or otherwise involving any
     Interested Stockholder) which has the effect, directly or indirectly, of
     increasing the proportionate share of the outstanding shares of any class
     of equity or convertible securities of the corporation or any Subsidiary
     which is directly or indirectly owned by any Interested Stockholder or any
     Affiliate of any Interested Stockholder.
 
     4. "Consummation Date" shall mean the date of the consummation of the
Business Combination.
 
     5. "Continuing Director" means any member of the Board of Directors of the
corporation who is not an Affiliate of the Interested Stockholder and was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a Continuing
Director who is not an Affiliate of the Interested Stockholder and is
recommended to succeed a Continuing Director by a majority of the Continuing
Directors then on the Board.
 
     6. "Determination Date" shall mean the date on which the Interested
Stockholder became an interested Stockholder.
 
     7. "Fair Market Value" means: (i) in the case of stock, the highest closing
price during the 30-day period immediately preceding the date in question of a
share of such stock on the Composite Tape for New York Stock Exchange-Listed
Stocks, or, if such stock is not quoted on the Composite Tape, in the New York
Stock Exchange, or if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock
 
                                        9
<PAGE>   10
 
is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the Fair Market Value on the date in question of a share of such
stock as determined by the Board of the corporation in good faith; and (ii) in
the case of property other than cash or stock, the fair market value of such
property on the date in question as determined by the Board of Directors of the
corporation in good faith. In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to be received"
as used in paragraphs C(2) and C(3) of this Article ELEVENTH shall include the
shares of Common Stock and/or the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.
 
     8. "Interested Stockholder" shall mean any person who or which is the
beneficial owner, directly or indirectly, of more than ten percent (10%) of the
voting power of the outstanding Voting Stock. For the purposes of determining
whether a person is an "Interested Stockholder", the number of shares of Voting
Stock deemed to be outstanding shall include any other shares of Voting Stock
which may be issuable pursuant to any agreement, arrangement or understanding,
or upon exercise of conversion rights, exchange rights, warrants or options, or
otherwise which are beneficially owned by such person. A person shall be a
"beneficial" of any Voting Stock which:
 
          (a) such person or any of its Affiliates or Associates beneficially
     owns, directly or indirectly; or
 
          (b) such person or any of its Affiliates or Associates has (a) the
     right to acquire (whether such right is exercisable immediately or only
     after the passage of time) pursuant to any agreement, arrangement or
     understanding or upon the exercise of conversion rights, exchange rights,
     warrants or options, or otherwise, or (b) the right to vote pursuant to any
     agreement, arrangement or understanding; or
 
          (c) is beneficially owned, directly or indirectly, by any other person
     with which such person or any of its Affiliates or Associates has any
     agreement, arrangement or understanding for the purpose of acquiring,
     holding, voting or disposing of any shares of Voting Stock.
 
     9. "Person" shall mean any individual, firm, corporation, or other entity.
 
     10. "Preferred Stock Designation" shall mean any designation of the rights,
powers and preferences of any class or series of Preferred Stock made pursuant
to Article FOURTH of this Certificate of Incorporation.
 
     11. "Prime Rate" shall be the prime rate of interest at First City National
Bank of Houston, Houston, Texas (or such other major bank headquartered in the
City of Houston, Texas as may be selected by the Continuing Directors) from time
to time in effect in the City of Houston, Texas.
 
     12. "Subsidiary" means any corporation of which a majority of any class of
equity securities is owned, directly or indirectly, by the corporation.
 
     13. "Voting Stock" shall mean the capital stock of the corporation entitled
to vote generally in the election of directors.
 
     B. Except as otherwise provided in Section C of this Article ELEVENTH, no
Business Combination shall be effected unless it is approved by the affirmative
vote of the holders of at least eighty percent (80%) of all of the
then-outstanding shares of Voting Stock, voting together as a single class (it
being understood that, for purposes of this Article ELEVENTH, each share of
Preferred Stock shall have the number of votes granted to it pursuant to any
Preferred Stock Designation) at a meeting of the corporation's stockholders
called for that purpose.
 
     C. A Business Combination that does not involve any cash or other
consideration being received by the stockholders of the corporation, solely in
their capacities as stockholders of the corporation, which meets the condition
specified in Section C(1) of this Article ELEVENTH shall be exempt from the
stockholder approval requirements of Section B of this Article ELEVENTH. Any
other Business Combination which
 
                                       10
<PAGE>   11
 
meets the conditions specified in either Section C(1) or C(2) shall be exempt
from the stockholder approval requirements of Section B of this Article
ELEVENTH.
 
     (1) The Business Combination is approved by a majority of the Continuing
Directors, it being understood that this condition shall not be capable of
satisfaction unless there is at least one Continuing Director.
 
     (2) All of the following conditions are met:
 
          (i) the consideration to be received by holders of shares of a
     particular class of outstanding Voting Stock shall be in cash or in the
     same form of consideration as the Interested Stockholder has paid for
     shares of such class of Voting Stock within the two-year period ending on
     and including the Determination Date. If within such two-year period the
     Interested Stockholder has paid for shares of any class of Voting Stock
     with varying forms of consideration, the form of consideration to be
     received per share by holders of shares of such class of Voting Stock shall
     be either cash or the form used to acquire the largest number of shares of
     such class of Voting Stock acquired by the Interested Stockholder within
     such two-year period.
 
          (ii) the aggregate amount of the cash and the Fair Market Value, as of
     the Consummation Date, of the consideration other than cash to be received
     per share by holders of Common Stock in such Business Combination shall be
     at least equal to the highest of the following, adjusted for the effect of
     any stock split, reverse stock split or stock dividend (it being intended
     that the requirements of this paragraph C(2)(ii) shall be required to be
     met with respect to all shares of Common Stock outstanding whether or not
     the Interested Stockholder has previously acquired any shares of Common
     Stock):
 
             (a) (if applicable) the highest per share price (including any
        brokerage commissions, transfer taxes and soliciting dealers' fees) paid
        by the Interested Stockholder for any shares of Common Stock acquired by
        it within the two-year period immediately prior to the Announcement Date
        or the Determination Date, whichever is higher, plus interest compounded
        annually from the Determination Date through the Consummation Date at
        the Prime Rate less the aggregate amount of any cash dividends paid and
        the Fair Market Value of any dividends paid in form other than cash on
        each share of Common Stock from the Determination Date through the
        Consummation Date in an amount up to but not exceeding the amount of
        interest so payable per share of Common Stock; or
 
             (b) the Fair Market Value per share of Common Stock on the
        Announcement Date or on the Determination Date, whichever is higher; or
 
             (c) (if applicable) the price per share equal to the Fair Market
        Value per share of the Common Stock determined pursuant to Section
        C(2)(ii)(b) above, multiplied by the ratio of (1) the highest per share
        price (including any brokerage commissions, transfer taxes and
        soliciting dealers' fees) paid by the Interested Stockholder for any
        shares of Common Stock acquired by it within the two-year period
        immediately prior to the Announcement Date to (2) the Fair Market Value
        per share of Common Stock on the first day in such two-year period upon
        which the Interested Stockholder acquired any shares of Common Stock; or
 
             (d) an amount per share determined by multiplying the earnings per
        share of Common Stock for the four full consecutive fiscal quarters of
        the corporation immediately preceding the Consummation Date of such
        Business Combination by the then price/earnings multiple (if any) of
        such Interested Stockholder as customarily computed and reported in the
        financial community; provided, that for the purposes of this Section
        C(2)(ii)(d), if more than one person constitutes the Interested
        Stockholder involved in the Business Combination, the price/earnings
        multiple (if any) of the persons having the highest price earnings
        multiple shall be used for the computation in this Section C(2)(ii)(d).
 
          (iii) the aggregate amount of the cash and the Fair Market Value, as
     of the Consummation Date, of consideration other than cash to be received
     per share by holders of shares of any other class of outstanding Voting
     Stock shall be at least equal to the highest of the following, adjusted for
     the effect of
 
                                       11
<PAGE>   12
 
     any stock split, reverse stock split or stock dividend (it being intended
     that the requirements of this Section C(2)(iii) shall be required to be met
     with respect to every class of outstanding Voting Stock other than Common
     Stock whether or not the Interested Stockholder has previously acquired any
     shares of a particular class of such Voting Stock):
 
             (a) (if applicable) the highest per share price (including any
        brokerage commissions, transfer taxes and soliciting dealers' fees) paid
        by the Interested Stockholder for any shares of such class of Voting
        Stock acquired by it within the two-year period immediately prior to the
        Announcement Date or the Determination Date, whichever is higher, plus
        interest compounded annually from the Determination Date through the
        Consummation Date at the Prime Rate less the aggregate amount of any
        cash dividends paid and the Fair Market Value of any dividends paid in
        form other than cash on each share of such Voting Stock from the
        Determination Date through the Consummation Date in an amount up to but
        not exceeding the amount of interest so payable per share of Voting
        Stock; or
 
             (b) (if applicable) the highest preferential amount per share to
        which the holders of shares of such class of Voting Stock are entitled
        in the event of any voluntary or involuntary liquidation, dissolution or
        winding up of the corporation; or
 
             (c) the Fair Market Value per share of such class of Voting Stock
        on the Announcement Date or on the Determination Date, whichever is
        higher, or
 
             (d) (if applicable) the price per share equal to the Fair Market
        Value per share of such class of Voting Stock determined pursuant to
        Section C(2)(iii)(c) above, multiplied by the ratio of (1) the highest
        per share price (including any brokerage commissions, transfer taxes and
        soliciting dealers' fees) paid by the Interested Stockholder for any
        shares of such class of Voting Stock acquired by it within the two-year
        period immediately prior to the Announcement Date to (2) the Fair Market
        Value per share of such class of Voting Stock on the first day in such
        two-year period upon which the Interested Stockholder acquired any
        shares of such class of Voting Stock.
 
          (iv) after such Interested Stockholder has become an Interested
     Stockholder and prior to the Consummation Date of such Business
     Combination: (a) except as approved by a majority of the Continuing
     Directors, there shall have been no failure to declare and pay at the
     regular date therefor any full quarterly dividends (whether or not
     cumulative) on the outstanding Preferred Stock, if any, (b) there shall
     have been (1) no reduction in the annual rate of dividends paid on the
     Common Stock (except as necessary to reflect any subdivision of the Common
     Stock), except as approved by a majority of the Continuing Directors, and
     (2) there shall have been an increase in such annual rate of dividends as
     necessary to reflect any reclassification (including any reverse stock
     split), recapitalization, reorganization or any similar transaction which
     has the effect of reducing the number of outstanding shares of Common
     Stock, unless the failure so to increase such annual rate is approved by a
     majority of the Continuing Directors, and (c) such Interested Stockholder
     shall have not become the beneficial owner of any additional shares of
     Voting Stock except as part of the transaction which results in such
     Interested Stockholder becoming an Interested Stockholder.
 
          (v) after such Interested Stockholder has become an Interested
     Stockholder, such Interested Stockholder shall not have received the
     benefit, directly or indirectly (except proportionately as a stockholder)
     of any loans, advances, guarantees, pledges or other financial assistance
     or any tax credits or other tax advantage provided by the corporation,
     whether in anticipation of or in connection with such Business Combination
     or otherwise.
 
          (vi) a proxy or information statement describing the proposed Business
     Combination and complying with the requirements of the Securities Exchange
     Act of 1934, as amended, and the rules and regulations thereunder (or any
     subsequent provisions replacing such Act, rules or regulations) shall be
     mailed to public stockholders of the corporation at least thirty (30) days
     prior to the consummation of such Business Combination (whether or not such
     proxy or information statement is required to be mailed pursuant to such
     Act or subsequent provisions).
 
                                       12
<PAGE>   13
 
     D. A majority of the total number of authorized directors shall have the
power to determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Article ELEVENTH,
including, without limitation, (1) whether a person is an Interested
Stockholder, (2) the number of shares of Voting Stock beneficially owned by any
person, (3) whether a person is an Affiliate or an Associate of another, (4)
whether the applicable conditions set forth in paragraph C(2) have been met with
respect to any Business Combination, and (5) whether the assets which are the
subject of any Business Combination defined in Section A(3) have, or the
consideration to be received for the issuance or transfer of securities by the
corporation or any Subsidiary in any Business Combination referred to in Section
A(3) has, an aggregate Fair Market Value of $25,000,000 or more.
 
     E. Nothing contained in this Article ELEVENTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.
 
     F. The affirmative vote requirement set forth in Section B shall be in
addition to any affirmative vote of the corporation's security holders otherwise
required by law, this Certificate of Incorporation, any Preferred Stock
Designation, or any agreement between this corporation and any national
securities exchange.
 
     G. Notwithstanding any other provisions of this Certificate of
Incorporation, as amended, or any provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the holders
of any particular class or series of the Voting Stock required by law, this
Certificate of Incorporation, or any Preferred Stock Designation, the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of all of the then-outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend, or repeal this Article
ELEVENTH.
 
     TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH."
 
     IN WITNESS WHEREOF said Sysco Corporation has caused this certificate to be
signed by John F. Woodhouse, its President, and attested by LaDee G. Riker, its
Secretary, this 29th day of April, 1985.
 
ATTEST:
 
<TABLE>
<S>                                                    <C>
               By: /s/ LADEE G. RIKER                                By: /s/ JOHN F. WOODHOUSE
  -------------------------------------------------      -------------------------------------------------
                   LaDee G. Riker                                        John F. Woodhouse
                      Secretary                                              President
</TABLE>
 
                                       13
<PAGE>   14
 
<TABLE>
<S>                             <C>
STATE OF TEXAS
COUNTY OF HARRIS
</TABLE>
 
                           SS.:
 
     BE IT REMEMBERED that, on April 29, 1985, before me, a Notary Public duly
authorized by law to take acknowledgement of deeds, personally came JOHN F.
WOODHOUSE, President of SYSCO CORPORATION, who duly signed the foregoing
instrument before me and acknowledged that such signing is his act and deed,
that such instrument as executed is the act and deed of said corporation, and
that the facts stated therein are true.
 
                                            Give under my hand on April 29,
                                            1985.
 
                                               [SEAL]
 
                                                  /s/ JOAN L. GALLAGHER
                                            ------------------------------------
                                            Notary Public
                                            Joan L. Gallagher
 
Affix Seal Here
 
My Commission expires March 26, 1988.
 
                                       14
<PAGE>   15
 
                            CERTIFICATE OF AMENDMENT
 
                                       OF
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                               SYSCO CORPORATION
 
IT IS HEREBY CERTIFIED THAT:
 
     1.  The name of the corporation (hereinafter called the "Corporation") is
Sysco Corporation.
 
     2.  The certificate of incorporation of the Corporation is hereby amended
by striking out Article FOURTH, Section A, thereof and substituting therefor the
following new Article FOURTH, Section A, and by adding the following new Article
THIRTEENTH:
 
          "FOURTH: A. The total number of shares of stock which the
     corporation shall have authority to issue is Two Hundred One Million
     Five Hundred Thousand (201,500,000) shares, consisting of One Million
     Five Hundred Thousand (1,500,000) shares of Preferred Stock with a par
     value of One ($1.00) Dollar each, and Two Hundred Million
     (200,000,000) shares of Common Stock with a par value of One ($1.00)
     Dollar each. The corporation may issue fractional shares of stock,
     which shall be entitled to proportionate dividends, voting and
     liquidation rights."
 
          "THIRTEENTH: A director of the corporation shall not be
     personally liable to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except for
     liability (i) for any breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in
     good faith or which involve intentional misconduct or a knowing
     violation of law, (iii) under Section 174 of the Delaware General
     Corporation Law, as the same exists or hereafter may be amended, or
     (iv) for any transaction from which the director derived an improper
     personal benefit. If the Delaware General Corporation Law hereafter is
     amended to authorize the further elimination or limitation of the
     liability of directors, then the liability of a director of the
     corporation, in addition to the limitation on personal liability
     provided herein, shall be limited to the fullest extent permitted by
     the amended Delaware General Corporation Law. Any repeal or
     modification of this paragraph by the stockholders of the corporation
     shall be prospective only, and shall not adversely affect any
     limitation on the personal liability of a director of the corporation
     existing at the time of such repeal or modification."
 
     3. The amendments of the certificate of incorporation herein certified have
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
 
     Signed and attested on November 18, 1986.
 
                                            SYSCO CORPORATION
 
                                            By:     /s/ BILL M. LINDIG
 
                                              ----------------------------------
                                                        Bill M. Lindig
                                                          President
 
ATTEST:
 
By:      /s/ LADEE G. RIKER
 
    --------------------------------
             LaDee G. Riker
               Secretary
 
                                       15
<PAGE>   16
 
                            CERTIFICATE OF AMENDMENT
 
                                       OF
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                               SYSCO CORPORATION
 
IT IS HEREBY CERTIFIED THAT:
 
     1. The name of the corporation (hereinafter called the "Corporation") is
Sysco Corporation.
 
     2. The certificate of incorporation of the Corporation is hereby amended by
striking out Article FOURTH, Section A, thereof and substituting therefor the
following new Article FOURTH, Section A:
 
          FOURTH: A. The total number of shares of stock which the
     corporation shall have authority to issue is Five Hundred One Million
     Five Hundred Thousand, (501,500,000) shares, consisting of One Million
     Five Hundred Thousand (1,500,000) shares of Preferred Stock with a par
     value of One Dollar ($1.00) each, and Five Hundred Million
     (500,000,000) shares of Common Stock with a par value of One Dollar
     ($1.00) each. The corporation may issue fractional shares of stock,
     which shall be entitled to proportionate dividends, voting and
     liquidation rights."
 
     3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
 
     Sign and attested on November 9th, 1990.
 
                                            SYSCO CORPORATION
 
                                            By:     /s/ BILL M. LINDIG
                                              ----------------------------------
                                                        Bill M. Lindig
                                                          President
 
ATTEST:
 
By:      /s/ LADEE G. RIKER
 
    --------------------------------
             LaDee G. Riker
               Secretary
 
 
 
 


                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                                SYSCO CORPORATION
 
     IT IS HEREBY CERTIFIED THAT:
 
     1.   The name of the corporation (hereinafter referred to as the
"Corporation") adopting the amendment specified below is:
 
                               Sysco Corporation.
 
     2.   The Certificate of Incorporation of the Corporation is hereby amended
by striking out Article FOURTH, Section A, and substituting in lieu of said
Article the following new Article:
 
          "FOURTH: A. The total number of shares of stock which the corporation
     shall have authority to issue is One Billion One Million Five Hundred
     Thousand (1,001,500,000) shares, consisting of One Million Five Hundred
     Thousand (1,500,000) shares of Preferred Stock with a par value of One
     Dollar ($1.00) each and One Billion (1,000,000,000) shares of Common Stock
     with a par value of One Dollar ($1.00) each. The corporation may issue
     fractional shares of stock, which shall be entitled to proportionate
     dividends, voting and liquidation rights."
 
     3.   The amendment of the Certificate of Incorporation herein certified has
been duly adopted effective November 5, 1999 by all of the stockholders entitled
to vote in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
 
     Signed and attested to be effective as of the 9th day of November, 1999.
 
                                            SYSCO CORPORATION
 
                                            /s/ MICHAEL C. NICHOLS
                                            ------------------------------------
                                            Michael C. Nichols
                                            Vice President, General Counsel, and
                                            Assistant Secretary
Attest:
 
/s/ KENT R. BERKE
- ---------------------------------
Kent R. Berke, Assistant Vice President
Assistant Secretary

 

 

 

 



                           CERTIFICATE OF AMENDMENT TO

                      RESTATED CERTIFICATE OF INCORPORATION

                              OF SYSCO CORPORATION

 

 

         Pursuant to the provisions of Section 242 of the General Corporation

Law of the State of Delaware, SYSCO CORPORATION, a corporation organized and

existing under and by virtue of the General Corporation Law of the State of

Delaware (the "Corporation"), does hereby certify:

 

1. That the Board of Directors of the Corporation has adopted resolutions

setting forth and declaring advisable the following amendment to Article FOURTH,

Section A, of the Restated Certificate of Incorporation of the Corporation:

 

         "FOURTH: A. The total number of shares of stock which the corporation

         shall have the authority to issue is Two Billion One Million Five

         Hundred Thousand (2,001,500,000) shares, consisting of One Million Five

         Hundred Thousand (1,500,000) shares of Preferred Stock with a par value

         of One Dollar ($1.00) each, and Two Billion (2,000,000,000) shares of

         Common Stock with a par value of One Dollar ($1.00) each. The

         corporation may issue fractional shares of stock, which will be

         entitled to proportionate dividends, voting and liquidation rights."

 

2. That such amendment has been duly adopted by the affirmative vote of the

holders of a majority of all of the outstanding stock entitled to vote thereon

in accordance with the provisions of Section 242 of the General Corporation Law

of the State of Delaware.

 

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of

Amendment to Restated Certificate of Incorporation to be executed by its

authorized officer this 9th day of December, 2003.

 

                                    SYSCO CORPORATION

 

 

                                    By: /s/ MICHAEL C. NICHOLS

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

                                        Name:  Michael C. Nichols

                                        Title: Vice President, General Counsel

                                               and Corporate Secretary

 

[As Filed: 02-10-2004]