SYSCO CORPORATION
                             2004 STOCK OPTION PLAN
 
                                   SECTION 1
 
                                    GENERAL
 
     1.1 Purpose.  The SYSCO Corporation 2004 Stock Option Plan (the "Plan") has
been established by SYSCO Corporation (the "Company") to (i) attract and retain
persons eligible to participate in the Plan; (ii) motivate Participants (as
defined in Section 1.2 below), by means of appropriate incentives, to achieve
long-range goals; (iii) provide incentive compensation opportunities that are
competitive with those of other similar companies; and (iv) further identify
Participants' interests with those of the Company's stockholders through
compensation that is based on the Company's common stock; and thereby promote
the long-term financial interest of the Company and its Subsidiaries, as defined
in Section 7(i), including the growth in value of the Company's equity and
enhancement of long-term stockholder return.
 
     1.2 Participation.  Subject to the terms and conditions of the Plan, the
Committee (as defined in Section 5) shall determine and designate, from time to
time, from among the Eligible Grantees, as defined in Section 7(f) (including
transferees of Eligible Grantees to the extent the transfer is permitted by the
Plan and the applicable Option Agreement), those persons who will be granted one
or more Options under the Plan, and thereby become "Participants" in the Plan.
 
     1.3 Operation, Administration, and Definitions.  The operation and
administration of the Plan, including the Options granted under the Plan, shall
be subject to the provisions of Section 3 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 7 of the Plan).
 
                                   SECTION 2
 
                                    OPTIONS
 
     2.1 Definitions.  The grant of an "Option" entitles the Participant to
purchase shares of Stock at an Exercise Price established by the Committee.
Options granted under this Section 2 may either be Incentive Stock Options
("ISOs") or Non-Qualified Options ("NQOs"), as determined in the discretion of
the Committee. An "ISO" is an Option that is intended to satisfy the
requirements applicable to an "incentive stock option" described in section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code"). An "NQO"
is an Option that is not intended to be an "incentive stock option" as that term
is described in section 422(b) of the Code.
 
     2.2 Exercise Price.  The Exercise Price of each Option granted under this
Section 2 shall be established by the Committee or shall be determined by a
method established by the Committee at the time the Option is granted; provided,
however, that the Exercise Price shall not be less than 100% of the Fair Market
Value of a share of Stock on the date of grant of the Option and no Option may
be repriced in violation of Section 6 below.
 
     2.3 Exercise.
 
          (a) Subject to the provisions of the Plan, an Option shall be
     exercisable in accordance with such terms and conditions and during such
     periods as may be established by the Committee; provided, however, that no
     Option may be exercised more than seven years after its grant date.
 
          (b) Except as set forth in paragraphs 2.7 and 3.13, no Option granted
     hereunder may be exercised after the earlier of (i) the expiration of the
     Option or (ii) ninety days after the severance of an Option holder's
     employment with the Company or any Subsidiary.
 
          (c) Whether an authorized leave of absence, or an absence for military
     or government service, constitutes severance of an Option holder's
     employment relationship with the Company or a Subsidiary will be determined
     by the Committee at the time of the event, in its sole discretion.
 
     2.4 Payment of Option Exercise Price.  The payment of the Exercise Price of
an Option granted under this Section 2 shall be subject to the following:
 
          (a) Subject to the following provisions of this subsection 2.4, the
     full Exercise Price for shares of Stock purchased upon the exercise of any
     Option shall be paid at the time of such exercise (except that, in the case
     of an exercise arrangement approved by the Committee and described in
     paragraph 2.4(c), payment may be made as soon as practicable after the
     exercise).
 
          (b) The Exercise Price shall be payable in cash or by tendering
     (either by actual delivery of shares or by attestation) shares of Stock
     that are acceptable to the Committee, have been held by the participant for
     at least six months, and were valued at Fair Market Value as of the day the
     shares are tendered, or in any combination of cash, shares, or attested
     shares, as determined by the Committee.
 
          (c) To the extent permitted by applicable law, a Participant may elect
     to pay the Exercise Price upon the exercise of an Option by irrevocably
     authorizing a third party to sell shares of Stock (or a sufficient portion
     of the shares) acquired upon exercise of the Option and remit to the
     Company a sufficient portion of the sale proceeds to pay the entire
     Exercise Price and any tax withholding resulting from such exercise.
 
     2.5 Settlement of Option.  Shares of Stock delivered pursuant to the
exercise of an Option shall be subject to such conditions, restrictions and
contingencies as the Committee may establish in the applicable Option Agreement.
The Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise
of an Option as the Committee determines to be desirable.
 
     2.6 Dividends and Dividend Equivalents.  With respect to any Option granted
under the Plan, the Committee may provide the Participant with the right to
receive dividend payments or dividend equivalent payments with respect to Stock
subject to the Option (both before and after the Stock subject to the Option is
earned, vested, or acquired), which payments may be either made currently or
credited to an account for the Participant, and may be settled in cash or Stock
as determined by the Committee. Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of Stock, may be
subject to such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Stock
equivalents.
 
     2.7 Termination of Employment Due to Death, Disability or
Retirement.  Notwithstanding anything else contained herein to the contrary, if
before the expiration of an Option, an Option holder's employment relationship
with the Company or a Subsidiary terminates as a result of retirement in good
standing or disability under the established rules of the Company then in
effect, the Option will remain in effect, vest and be exercisable in accordance
with its terms as if the Option holder remained an employee of the Company or
Subsidiary. In the event of an Option holder's death during the term of his or
her Option, all unvested Options will vest immediately and may be exercised by
the Option holder's estate, or by the person to whom such right devolves from
the Option holder by reason of his or her death, at any time within three years
after the date of the Option holder's death but in no event later than the
original termination date of the Option. In no event may an Option be exercised
after three years following the Option holder's death.
 
     2.8 Vesting.  Except as set forth in paragraph 2.7 above, no Option granted
hereunder may vest in excess of 1/3 of the number of shares subject to the
Option per year for the first three years after the grant date.
 
 
                                   SECTION 3
 
                          OPERATION AND ADMINISTRATION
 
     3.1 Effective Date; Duration.  The Plan shall be effective as of the date
of its approval by the stockholders of the Company (the "Effective Date"). The
Plan shall have a duration of three years from the Effective Date; provided that
in the event of Plan termination, the Plan shall remain in effect as long as any
Options under it are outstanding; provided further, however, that no Option may
be granted under the Plan on a date that is more than three years from the
Effective Date.
 
     3.2 Options Subject to Plan.  Options granted under the Plan shall be
subject to the following:
 
          (a) Subject to the following provisions of this subsection 3.2, the
     maximum number of shares of Stock that may be delivered to Participants and
     their beneficiaries under the Plan shall be 23,500,000 shares of Stock.
 
          (b) To the extent any shares of Stock covered by an Option are not
     delivered to a Participant or beneficiary because the Option is forfeited
     or canceled, or the shares of Stock are not delivered because they are used
     to satisfy the applicable tax withholding obligation, such shares shall not
     be deemed to have been delivered for purposes of determining the maximum
     number of shares of Stock available for delivery under the Plan. The
     maximum number of shares of Stock available for delivery under the Plan
     shall not be reduced for shares subject to plans assumed by the Company in
     an acquisition of an interest in another company.
 
          (c) Subject to adjustment in accordance with paragraphs 3.2(d) and
     3.2(e), the following additional maximums are imposed under the Plan:
 
             (i) Subject to the overall maximum number of shares of Stock that
        may be issued in accordance with Section 3.2(a) of the Plan, the maximum
        number of shares of Stock that may be issued pursuant to Options
        intended to be ISOs shall be 23,500,000;
 
             (ii) During any fiscal year, the Company may not grant Options to
        purchase a number of shares of Stock in excess of 1 1/2% of the
        Company's outstanding Stock on the first day of the fiscal year in which
        grants are being made;
 
             (iii) The maximum number of shares of Stock that may be covered by
        Options granted during a given fiscal year to any individual who is
        listed as a "named executive officer" in the summary compensation table
        contained in the Company's proxy statement for its annual meeting of
        stockholders filed with the Securities and Exchange Commission ("SEC")
        during such fiscal year shall be 200,000; and
 
             (iv) The maximum number of shares of Stock that may be issued in
        settlement of dividend equivalent rights shall be 250,000.
 
          (d) If the outstanding shares of Stock are changed into or exchanged
     for a different number or kind of shares or other securities of the Company
     by reason of any recapitalization, reclassification, stock split, stock
     dividend, combination, subdivision or similar transaction, or if the
     Company makes an extraordinary dividend or distribution to its stockholders
     (including without limitation to implement a spinoff) (each, a "Corporate
     Transaction") then, subject to any required action by the stockholders of
     the Company, the number and kind of shares of Company stock available under
     the Plan or subject to any limit or maximum hereunder shall automatically
     be proportionately adjusted, with no action required on the part of the
     Committee or otherwise. Subject to any required action by the stockholders,
     the number and kind of shares covered by each outstanding Option, and the
     price per share in each such Option, may, at the discretion of the
     Committee, be proportionately adjusted for any increase or decrease in the
     number of issued shares of the Company resulting from a Corporate
     Transaction or any other increase or decrease in the number of such shares,
     or any decrease in the value of such shares, effected without receipt of
     consideration by the Company; provided that only adjustments designed to
     maintain, rather than increase, the economic value of outstanding Options
     may be made without stockholder
 
     approval. Notwithstanding the foregoing, no fractional shares shall be
     issued pursuant to or made subject to an Option in making the foregoing
     adjustments. All adjustments made by the Committee under this Section shall
     be final, conclusive and binding upon the holders of Options.
 
          (e) If the Company merges or consolidates with another corporation,
     whether or not the Company is a surviving corporation, or if the Company is
     liquidated or sells or otherwise disposes of substantially all of its
     assets while unexercised Options remain outstanding under this Plan, (A)
     subject to the provisions of clause (C) below, after the effective date of
     the merger, consolidation, liquidation, sale or other disposition, as the
     case may be, each holder of an outstanding Option shall be entitled, upon
     exercise of that Option or in place of it, as the case may be, to receive,
     at the option of the Committee and in lieu of shares of Stock, (i) the
     number and class or classes of shares of Stock or other securities or
     property to which the holder would have been entitled if, immediately prior
     to the merger, consolidation, liquidation, sale or other disposition, the
     holder had been the holder of record of a number of shares of Stock equal
     to the number of shares of Stock as to which that Option may be exercised
     or are subject to the Option or (ii) shares of stock of the company that is
     the surviving corporation in such merger, consolidation, liquidation, sale
     or other disposition having a value, as of the date of payment under
     subjection 3.2(e)(i) as determined by the Committee in its sole discretion,
     equal to the value of the shares of Stock or other securities or property
     otherwise payable under subsection 3.2(e)(i); (B) if Options have not
     already become exercisable under Section 4 hereof, the Board of Directors
     may waive any limitations set forth in or imposed pursuant to this Plan so
     that all Options, from and after a date prior to the effective date of that
     merger, consolidation, liquidation, sale or other disposition, as the case
     may be, specified by the Board of Directors, shall be exercisable in full;
     and (C) all outstanding Options may be cancelled by the Board of Directors
     as of the effective date of any merger, consolidation, liquidation, sale or
     other disposition provided that any optionee shall have the right
     immediately prior to such event to exercise his or her Option to the extent
     such optionee is otherwise able to do so in accordance with this Plan
     (including Section 4 hereof) or his individual Option agreement; provided,
     further, that any such cancellation pursuant to this Section 3.2(e) shall
     be contingent upon the payment to the affected Participants of an amount
     equal to (i) in the case of any out-of-the-money Option, cash, property or
     a combination thereof having an aggregate value equal to the value of such
     Option, as determined by the Committee or the Board of Directors, as
     applicable, in its sole discretion, and (ii) in the case of an in-the-
     money Option, cash, property or a combination thereof having an aggregate
     value equal to the excess of the value of the per-share amount of
     consideration paid pursuant to the merger, consolidation, liquidation, sale
     or other disposition, as the case may be, giving rise to such cancellation,
     over the exercise price of such Option multiplied by the number of shares
     of Stock subject to the Option.
 
          (f) In the event of a change in the shares of the Company as presently
     constituted, which is limited to a change of all of its authorized shares
     with par value into the same number of shares with a different par value or
     without par value, the shares resulting from any such change shall be
     deemed to be the shares within the meaning of this Plan.
 
          (g) Any adjustments pursuant to Section 3.2(e) shall be made by the
     Board or Committee, as the case may be, whose determination in that respect
     shall be final, binding and conclusive, regardless of whether or not any
     such adjustment shall have the result of causing an ISO to cease to qualify
     as an ISO.
 
          (h) Except as hereinbefore expressly provided in this Section 3, a
     Participant shall have no rights by reason of any subdivision or
     consolidation of shares of stock of any class or the payment of any stock
     dividend or any other increase or decrease in the number of shares of stock
     of any class or by reason of any dissolution, liquidation, merger, or
     consolidation or spin-off of assets or stock of another corporation, and
     any issue by the Company of shares of stock of any class, shall not affect,
     and no adjustment by reason thereof shall be made with respect to, the
     number or price of shares of Stock subject to an Option, unless the
     Committee shall otherwise determine.
 
          (i) The grant of any Option pursuant to this Plan shall not affect in
     any way the right or power of the Company (A) to make adjustments,
     reclassifications, reorganizations or changes of its capital or business
     structure, (B) to merge or consolidate, (C) to dissolve, liquidate or sell,
     or transfer all or any
 
     part of its business or assets or (D) to issue any bonds, debentures,
     preferred or other preference stock ahead of or affecting the Stock. If any
     action described in the preceding sentence results in a fractional share
     for any Participant under any Option hereunder, such fraction shall be
     completely disregarded and the Participant shall only be entitled to the
     whole number of shares resulting from such adjustment.
 
     3.3 General Restrictions.  Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:
 
          (a) Notwithstanding any other provision of the Plan, the Company shall
     have no liability to deliver any shares of Stock under the Plan or make any
     other distribution of benefits under the Plan unless such delivery or
     distribution would comply with all applicable laws (including, without
     limitation, the requirements of the Securities Act of 1933), and the
     applicable requirements of any securities exchange or similar entity.
 
          (b) To the extent that the Plan provides for issuance of stock
     certificates to reflect the issuance of shares of Stock, the issuance may
     be effected on a non-certificated basis, to the extent not prohibited by
     applicable law or the applicable rules of any stock exchange.
 
     3.4 Tax Withholding.  All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the Plan, but only to
the extent of the minimum amount required to be withheld under applicable law.
 
     3.5 Transferability.  Except as otherwise provided by the Committee,
Options under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.
 
     3.6 Form and Time of Elections.  Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.
 
     3.7 Agreement With Company.  An Option under the Plan shall be subject to
such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe; provided, however, that no Option
granted under the Plan shall contain any provision entitling the optionee to the
automatic grant of additional Options in connection with any exercise of the
original Option. The terms and conditions of any Option granted to any
Participant shall be reflected in such form of written document as is determined
by the Committee. A copy of such document shall be provided to the Participant,
and the Committee may, but need not, require that the Participant shall sign a
copy of such document. Such document is referred to in the Plan as an "Option
Agreement" regardless of whether any Participant signature is required.
 
     3.8 Action by Company or Subsidiary.  Any action required or permitted to
be taken by the Company or any Subsidiary shall be by resolution of its board of
directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by applicable law or applicable rules of any stock
exchange) by a duly authorized officer of such company.
 
     3.9 Gender and Number.  Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.
 
 
     3.10 Limitation of Implied Rights.
 
     (a) Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right in or title to any assets, funds or
property of the Company or any Subsidiary whatsoever, including, without
limitation, any specific funds, assets, or other property which the Company or
any Subsidiary, in its sole discretion, may set aside in anticipation of a
liability under the Plan. A Participant shall have only a contractual right to
the Stock or amounts, if any, payable under the Plan, unsecured by any assets of
the Company or any Subsidiary, and nothing contained in the Plan shall
constitute a guarantee that the assets of the Company or any Subsidiary shall be
sufficient to pay any benefits to any person.
 
     (b) The Plan does not constitute a contract of employment, and selection as
a Participant will not give any participating employee the right to be retained
in the employ of the Company or any Subsidiary, nor any right or claim to any
benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan. Except as otherwise provided in the Plan, no Option
under the Plan shall confer upon the holder thereof any rights as a stockholder
of the Company prior to the date on which the Option is exercised and Stock is
issued to the individual.
 
     3.11 Evidence.  Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and shall be signed, made or presented by
the proper party or parties.
 
     3.12 Forfeiture.  Notwithstanding any other provision of this Plan, except
as provided in Section 3.13 below, if the Committee finds by a majority vote
that (i) a Participant, before or after termination of his or her employment
with the Company or a Subsidiary (as used in this Section 3, an "Employer") for
any reason, (a) committed fraud, embezzlement, theft, a felony, or proven
dishonesty in the course of his or her employment by Employer, and by such act
damaged Employer, or (b) disclosed trade secrets of Employer; or (ii) the
Participant, before or after termination of his or her employment with Employer
for any reason, participated, engaged or had a financial or other interest
(whether as an employee, officer, director, consultant, contractor, stockholder,
owner, or otherwise) in any commercial endeavor in the United States competitive
with the business of Employer (a) in violation of the SYSCO Corporation Code of
Business Conduct, as in effect on the date of such participation or other
engagement, or (b) in such a manner that would have violated the Code of
Business Conduct had Participant been employed by Employer at the time of the
activity in question, then any outstanding Options which have not been exercised
will be forfeited. The decision of the Committee as to the nature of a
Participant's conduct, the damage done to Employer and the extent of the
Participant's competitive activity will be final. No decision of the Committee,
however, will affect the finality of the discharge of the Participant by
Employer in any manner.
 
     3.13 Termination of Employment Following Change in Control.  In the event
that the employment of a Participant who is an employee of the Company or a
Subsidiary is terminated by the Company other than for Cause, as defined in
Section 7(c), during the 24-month period following a Change in Control, as
defined in Section 7(d), all of such Participant's outstanding Options may
thereafter be exercised by the Participant, to the extent that such Options were
exercisable as of the date of such termination of employment, for (x) a period
of 24 months from such date of termination or (y) until expiration of the stated
term of such Option, whichever period is the shorter. The provisions of clause
(ii) of Section 3.12 of the Plan shall not apply to any Participant who incurs a
termination of employment pursuant to this Section 3.13, with respect to
activity after such termination of employment.
 
                                   SECTION 4
 
                               CHANGE IN CONTROL
 
     Subject to the provisions of paragraph 3.2(d) (relating to the adjustment
of shares), and except as otherwise provided in the Plan or the Option Agreement
reflecting the applicable Option, upon the occurrence of a Change in Control as
defined in Section 7(d), all outstanding Options shall become fully exercisable.
 
                                   SECTION 5
 
                                   COMMITTEE
 
     5.1 Administration.  The authority to control and manage the operation and
administration of the Plan shall be vested in a committee (the "Committee") in
accordance with this Section 5. The Committee shall be selected by the Board,
and shall consist solely of two or more members of the Board who are nonemployee
directors within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and are outside directors within the meaning of Code Section
162(m). Subject to any restrictions imposed by any exchange or trading system on
which the Stock may be listed, if the Committee does not exist, or for any other
reason determined by the Board, the Board may take any action under the Plan
that would otherwise be the responsibility of the Committee. Unless otherwise
determined by the Board, SYSCO's Compensation and Stock Option Committee shall
be designated as the "Committee" hereunder.
 
     5.2 Powers of Committee.  The Committee's administration of the Plan shall
be subject to the following:
 
          (a) Subject to the provisions of the Plan, the Committee will have the
     authority and discretion to select from among the Eligible Grantees those
     persons who shall receive Options, to determine the time or times of
     receipt, to determine the types of Options and the number of shares covered
     by the Options, to establish the terms, conditions, performance criteria,
     restrictions, and other provisions of such Options, and (subject to the
     restrictions imposed by Section 6) to cancel or suspend Options.
 
          (b) The Committee will have the authority and discretion to interpret
     the Plan, to establish, amend, and rescind any rules and regulations
     relating to the Plan, to determine the terms and provisions of any Option
     Agreement made pursuant to the Plan, and to make all other determinations
     that may be necessary or advisable for the administration of the Plan.
 
          (d) Any interpretation of the Plan by the Committee and any decision
     made by it under the Plan are final and binding on all persons.
 
          (e) In controlling and managing the operation and administration of
     the Plan, the Committee shall take action in a manner that conforms to the
     certificate of incorporation and by-laws of the Company, and applicable
     state corporate law.
 
     5.3 Delegation by Committee.  Except to the extent prohibited by applicable
law or the applicable rules of a stock exchange, the Committee may allocate all
or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers
hereunder, including without limitation, the power to designate Participants
hereunder and determine the amount, timing and terms of Options hereunder, to
any person or persons selected by it, including without limitation, any
executive officer of the Company. Any such allocation or delegation may be
revoked by the Committee at any time.
 
     5.4 Information to be Furnished to Committee.  The Company and Subsidiaries
shall furnish the Committee with such data and information as it determines may
be required for it to discharge its duties. The records of the Company and
Subsidiaries as to an employee's or Participant's employment, termination of
employment, leave of absence, reemployment and compensation shall be conclusive
unless the Committee determines such records to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.
 
 
                                   SECTION 6
 
                           AMENDMENT AND TERMINATION
 
     (a) The Plan may be terminated or amended by the Board of Directors at any
time, except that the following actions may not be taken without stockholder
approval:
 
          (i) any increase in the number of shares that may be issued under the
     Plan (except by certain adjustments provided for under the Plan);
 
          (ii) any change in the class of persons eligible to receive ISOs under
     the Plan;
 
          (iii) any change in the requirements of Section 2.2 hereof regarding
     the Exercise Price;
 
          (iv) any repricing of any Option issued under the Plan by (A) lowering
     the exercise price of that Option or (B) canceling that Option and
     subsequently granting a new Option with a lower exercise price, or any
     other award, to the extent that such cancellation, replacement or grant
     would fall within the definition of "repriced" contained in Item 402(i) of
     Regulation S-K promulgated under the Securities Act of 1933, such
     definition to be applied to grants to all persons, not only "named
     executive officers" as that term is defined in Item 402(a)(3) of Regulation
     S-K;
 
          (v) any material amendment to the Plan; or
 
          (vi) any other amendment to the Plan that would require approval of
     the Company's stockholders under applicable law, regulation or SEC or stock
     exchange rule.
 
Notwithstanding any of the foregoing, adjustments pursuant to paragraph 3.2(d)
shall not be subject to the foregoing limitations of this Section 6.
 
     (b) Options may not be granted under the Plan after the date of termination
of the Plan, but Options granted prior to that date shall continue to be
exercisable according to their terms.
 
                                   SECTION 7
 
                                 DEFINED TERMS
 
     In addition to the other definitions contained herein, the following
definitions shall apply:
 
          (a) Affiliated Company.  The term "Affiliated Company" means any
     company controlled by, controlling or under common control with the
     Company.
 
          (b) Board.  The term "Board" shall mean the Board of Directors of the
     Company.
 
          (c) Cause.  The term "Cause" means, unless otherwise provided by the
     Committee, (1) "Cause" as defined in any Individual Agreement, as defined
     below, to which the Participant is a party, or (2) if there is no such
     Individual Agreement or if it does not define Cause: (A) conviction of the
     Participant for committing a felony under federal law or the law of the
     state in which such action occurred, (B) dishonesty in the course of
     fulfilling the Participant's employment duties or (C) willful and
     deliberate failure on the part of the Participant to perform the
     Participant's employment duties in any material respect. The Committee
     shall, unless otherwise provided in an Individual Agreement with a
     Participant, have the sole discretion to determine whether "Cause" exists,
     and its determination shall be final.
 
          (d) Change in Control.  The term "Change in Control" shall mean:
 
             (i) The acquisition by any individual, entity or group (within the
        meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
        of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
        ownership (within the meaning of Rule 13d-3 promulgated under the
        Exchange Act) of 20% or more of either (A) the then-outstanding shares
        of common stock of the Company (the "Outstanding Company Common Stock")
        or (B) the combined voting power of the then-outstanding voting
        securities of the Company entitled to vote generally in the election of
 
        directors (the "Outstanding Company Voting Securities"); provided,
        however, that, for purposes of this Section 7(d), the following
        acquisitions shall not constitute a Change of Control: (1) any
        acquisition directly from the Company, (2) any acquisition by the
        Company, (3) any acquisition by any employee benefit plan (or related
        trust) sponsored or maintained by the Company or any Affiliated Company
        or (4) any acquisition by any corporation pursuant to a transaction that
        complies with Sections 7(d)(iii)(A), 7(d)(iii)(B) and 7(d)(iii)(C);
 
             (ii) The occurrence of the following: Individuals who, as of
        November 12, 2004, constitute the Board (the "Incumbent Board") cease
        for any reason to constitute at least a majority of the Board; provided,
        however, that any individual becoming a director subsequent to November
        12, 2004 whose election, or nomination for election by the Company's
        stockholders, was approved by a vote of at least a majority of the
        directors then comprising the Incumbent Board shall be considered as
        though such individual were a member of the Incumbent Board, but
        excluding, for this purpose, any such individual whose initial
        assumption of office occurs as a result of an actual or threatened
        election contest with respect to the election or removal of directors or
        other actual or threatened solicitation of proxies or consents by or on
        behalf of a Person other than the Board;
 
             (iii) Consummation of a reorganization, merger, statutory share
        exchange or consolidation or similar corporate transaction involving the
        Company or any of its subsidiaries, a sale or other disposition of all
        or substantially all of the assets of the Company, or the acquisition of
        assets or stock of another entity by the Company or any of its
        subsidiaries (each, a "Business Combination"), in each case unless,
        following such Business Combination, (A) all or substantially all of the
        individuals and entities that were the beneficial owners of the
        Outstanding Company Common Stock and the Outstanding Company Voting
        Securities immediately prior to such Business Combination beneficially
        own, directly or indirectly, more than 60% of the then-outstanding
        shares of common stock and the combined voting power of the
        then-outstanding voting securities entitled to vote generally in the
        election of directors, as the case may be, of the corporation resulting
        from such Business Combination (including, without limitation, a
        corporation that, as a result of such transaction, owns the Company or
        all or substantially all of the Company's assets either directly or
        through one or more subsidiaries) in substantially the same proportions
        as their ownership immediately prior to such Business Combination of the
        Outstanding Company Common Stock and the Outstanding Company Voting
        Securities, as the case may be, (B) no Person (excluding any corporation
        resulting from such Business Combination or any employee benefit plan
        (or related trust) of the Company or such corporation resulting from
        such Business Combination) beneficially owns, directly or indirectly,
        20% or more of, respectively, the then-outstanding shares of common
        stock of the corporation resulting from such Business Combination or the
        combined voting power of the then-outstanding voting securities of such
        corporation, except to the extent that such ownership existed prior to
        the Business Combination, and (C) at least a majority of the members of
        the board of directors of the corporation resulting from such Business
        Combination were members of the Incumbent Board at the time of the
        execution of the initial agreement or of the action of the Board
        providing for such Business Combination; or
 
             (iv) Approval by the stockholders of the Company of a complete
        liquidation or dissolution of the Company.
 
          (e) Code.  The term "Code" means the Internal Revenue Code of 1986, as
     amended. A reference to any provision of the Code shall include reference
     to any successor provision of the Code.
 
          (f) Eligible Grantee.  The term "Eligible Grantee" shall mean any
     employee of the Company or a Subsidiary. An Option may be granted to an
     employee, in connection with hiring, retention or otherwise, prior to the
     date the employee first performs services for the Company or the
     Subsidiaries, provided that such Option shall not become vested prior to
     the date the employee first performs such services.
 
          (g) Fair Market Value.  For purposes of determining the "Fair Market
     Value" of a share of Stock as of any date, then the "Fair Market Value" as
     of that date shall be the closing sale price of the Stock on the first
     business day prior to that date on the New York Stock Exchange.
 
          (h) Individual Agreement.  "Individual Agreement" means a written
     employment or similar agreement between a Participant and the Company or
     one of its Subsidiaries or a written Option grant agreement under the Plan.
 
          (i) Subsidiary.  The term "Subsidiary" means any present or future
     subsidiary corporation of the Company within the meaning of Section 424(f)
     of the Code, and any present or future business venture designated by the
     Committee in which the Company has a significant interest, as determined in
     the discretion of the Committee.
 
          (j) Stock.  The term "Stock" shall mean shares of common stock of the
     Company.
 
                                   SECTION 8
 
                                 GOVERNING LAW
 
     This Plan shall be governed by, and construed in accordance with, the laws
of the State of Texas, except to the extent that the General Corporation Law of
the State of Delaware shall be applicable.
 
 
                                                                      APPENDIX C
 
                               
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                               SYSCO CORPORATION
 
                       2004 LONG-TERM INCENTIVE CASH PLAN
 
                                   ARTICLE I
 
                              PURPOSE OF THE PLAN
 
     The purpose of the Plan is to increase stockholder value and to advance the
interests of the Company and its Subsidiaries by providing financial incentives
designed to attract, retain and motivate key employees of the Company.
 
                                   ARTICLE II
 
                                  DEFINITIONS
 
     When used in the Plan, the following terms shall have the following
meanings:
 
     "AWARD" shall mean the determination by the Committee that a Participant
should receive a given number of Performance Units, as evidenced by a document
of notification given a Participant at the time of such determination.
 
     "BOARD OF DIRECTORS" means the Board of Directors of the Company.
 
     "CHANGE OF CONTROL" means the occurrence of one or more of the following
events:
 
          (a) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "PERSON"))
     of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
     the Exchange Act) of 20% or more of either (i) the then-outstanding shares
     of Company common stock (the "OUTSTANDING COMPANY COMMON STOCK") or (ii)
     the combined voting power of the then-outstanding voting securities of the
     Company entitled to vote generally in the election of directors (the
     "OUTSTANDING COMPANY VOTING SECURITIES"); provided, however, that, for
     purposes of this definition, the following acquisitions shall not
     constitute a Change of Control: (1) any acquisition directly from the
     Company, (2) any acquisition by the Company, (3) any acquisition by any
     employee benefit plan (or related trust) sponsored or maintained by the
     Company or any Subsidiary, or (4) any acquisition by any corporation
     pursuant to a transaction that complies with subparagraphs (c)(i), (c)(ii)
     and (c)(iii);
 
          (b) Individuals who, as of November 7, 2003, constitute the Board of
     Directors (the "INCUMBENT BOARD") cease for any reason to constitute at
     least a majority of the Board of Directors; provided, however, that any
     individual becoming a director subsequent to November 7, 2003 whose
     election, or nomination for election by the Company's stockholders, was
     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of an
     actual or threatened election contest with respect to the election or
     removal of directors or other actual or threatened solicitation of proxies
     or consents by or on behalf of a Person other than the Board of Directors;
 
          (c) Consummation of a reorganization, merger, statutory share exchange
     or consolidation or similar corporate transaction involving the Company or
     any of its Subsidiaries, a sale or other disposition of all or
     substantially all of the assets of the Company, or the acquisition of
     assets or stock of another entity by the Company or any of its Subsidiaries
     (each, a "BUSINESS COMBINATION"), in each case unless, following such
     Business Combination, (i) all or substantially all of the individuals and
     entities that were the beneficial owners of the Outstanding Company Common
     Stock and the Outstanding Company Voting Securities immediately prior to
     such Business Combination beneficially own, directly or indirectly, more
 
 
     than 60% of the then-outstanding shares of common stock and the combined
     voting power of the then-outstanding voting securities entitled to vote
     generally in the election of directors, as the case may be, of the
     corporation resulting from such Business Combination (including, without
     limitation, a corporation that, as a result of such transaction, owns the
     Company or all or substantially all of the Company's assets either directly
     or through one or more subsidiaries) in substantially the same proportions
     as their ownership immediately prior to such Business Combination of the
     Outstanding Company Common Stock and the Outstanding Company Voting
     Securities, as the case may be, (ii) no Person (excluding any corporation
     resulting from such Business Combination or any employee benefit plan (or
     related trust) of the Company or such corporation resulting from such
     Business Combination) beneficially owns, directly or indirectly, 20% or
     more of, respectively, the then-outstanding shares of common stock of the
     corporation resulting from such Business Combination or the combined voting
     power of the then-outstanding voting securities of such corporation, except
     to the extent that such ownership existed prior to the Business
     Combination, and (iii) at least a majority of the members of the Board of
     Directors of the corporation resulting from such Business Combination were
     members of the Incumbent Board at the time of the execution of the initial
     agreement or of the action of the Board of Directors providing for such
     Business Combination; or
 
          (d) Approval by the stockholders of the Company of a complete
     liquidation or dissolution of the Company.
 
     "CODE" means the Internal Revenue Code of 1986, as amended.
 
     "COMMITTEE" means the Compensation and Stock Option Committee of the Board
of Directors, or such other committee as the Board of Directors may designate to
have primary responsibility for the administration of the Plan.
 
     "COMPANY" means Sysco Corporation, a Delaware corporation.
 
     "COMPLETED FISCAL YEARS" is defined in Section 6.3.
 
     "COVERED EMPLOYEE" means a "covered employee" within the meaning of Section
162(m)(3) of the Code.
 
     "DISABILITY" means a physical or mental condition that meets the
eligibility requirements for the receipt of disability income under the terms of
the disability income plan sponsored by the Company pursuant to which the
Participant is eligible for benefits.
 
     "EFFECTIVE DATE" is defined in Section 9.1.
 
     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
 
     "FISCAL YEAR" means, as determined in the sole discretion of the Committee,
a period used for purposes of measuring performance for purposes of this Plan
which is based as closely as possible on the fiscal year of the Company.
 
     "PARTICIPANT" means an employee of the Company or any of its Subsidiaries
who is designated as a Participant by the Committee.
 
     "PAYMENT AMOUNT" means the total amount to be paid to a Participant with
respect to the Performance Units awarded to such Participant for a particular
Performance Period.
 
     "PAYMENT DATE" means a date determined by the Committee for purposes of (i)
making payment of amounts earned under this Plan and, (ii) in the event a
Participant elects to defer receipt of amounts earned under this Plan pursuant
to the terms of a deferred compensation plan sponsored by the Company, the date
such amounts are credited under the applicable deferred compensation plan. This
date shall be no later than the last day of the fourth month following
completion of the respective Performance Period.
 
     "PERFORMANCE GOALS" means the performance goals established by the
Committee for each Performance Period pursuant to the Plan against which
performance will be measured.
 
 
     "PERFORMANCE PERIOD" means a period of no less than three Fiscal Years, as
determined by the Committee, during which the Performance Goals shall be
measured for purposes of determining the Payment Amount.
 
     "PERFORMANCE UNIT" means a unit of participation which shall constitute the
basis from which a Participant's Payment Amount shall be determined with regard
to the Performance Goals established by the Committee.
 
     "PLAN" means the Sysco Corporation 2004 Long-Term Incentive Cash Plan.
 
     "RETIREMENT" means any termination of employment with the Company or a
Subsidiary as a result of retirement in good standing under established rules of
the Company then in effect.
 
     "SUBSIDIARY" means (i) any entity in which the Company, directly or
indirectly, owns more than 50% of the vote or value of the equity interests
issued by such entity, and (ii) any other entity designated by the Committee as
a "Subsidiary" for purposes of this Plan.
 
     "UNIT VALUE" means the per unit amount that is used for purposes of
determining the Payment Amount to be made to Participants in respect of
Performance Units awarded under the Plan.
 
                                  ARTICLE III
 
                                 PARTICIPATION
 
     3.1  Designation of Participants.  The Committee shall determine and
designate from time to time those employees of the Company and its Subsidiaries
who are to be granted Performance Units (and who thereby become Participants)
and the number of Performance Units to be granted to each Participant.
 
     3.2 Awards.  Performance Units shall be granted by the Committee by a
written notification to Participants evidencing the Award in such form as the
Committee shall approve, which notification shall comply with and be subject to
the terms and conditions of this Plan. Further Performance Units may be granted
by the Committee from time to time to Participants, so long as this Plan shall
continue in full force and effect.
 
                                   ARTICLE IV
 
                       DETERMINATION OF PERFORMANCE GOALS
 
     4.1 Performance Period Determinations.
 
          (a) In General.  Within the first 90 days of each Performance Period,
     the Committee, in its sole discretion, shall (a) establish for that
     Performance Period (i) the beginning and ending dates, and the Fiscal
     Years, for the Performance Period, (ii) the Payment Date for the
     Performance Period, (iii) the Performance Goals for each Participant, (iv)
     the method for evaluating performance for the Performance Period, and (v)
     the method for determining Unit Value and the Payment Amount for each
     Participant, and (b) designate the number of Performance Units to be
     granted to each Participant.
 
          (b) Adjustments for Long Fiscal Years.  If established in writing by
     the Committee within the first 90 days of the Performance Period, the
     Committee may make any adjustments it determines appropriate for purposes
     of measuring performance where the fiscal year of the Company and/or its
     Subsidiaries is greater than 52 weeks, including, without limitation,
     proration of results between fiscal years.
 
     4.2 Performance Goals.  The Performance Goals established by the Committee
for a Performance Period may include any one or more of several criteria, such
as, but not limited to, return on capital employed, sales growth, market share,
margin growth, return on equity, total shareholder return, increase in net
after-tax earnings per share, increase in operating pre-tax earnings, operating
profit or improvements in operating profit, improvements in certain asset or
financial measures (including working capital and the ratio of sales to net
working capital), reductions in certain costs (including reductions in
inventories or accounts receivable or reductions in operating expenses), net earnings, pre-tax earnings or variations
of income criteria in varying time periods, economic value added, or general
comparisons with other peer companies or industry groups or classifications with
regard to one or more of these criteria. The Performance Goals may be based on
the performance of the Company generally, the performance of a particular
Subsidiary, division or business unit, or the performance of a group of
Subsidiaries, divisions or business units. The relative weights of the criteria
that comprise the Performance Goals shall be determined by the Committee in its
sole discretion. In establishing the Performance Goals for a Performance Period,
the Committee may establish different Performance Goals for individual
Participants or groups of Participants.
 
                                   ARTICLE V
 
                                    PAYMENT
 
     5.1 Determination of Performance.  After the end of each Performance
Period, the performance of the Company and its Subsidiaries will be determined
by the Company and approved by the Committee for each Performance Goal. The
Committee shall certify in writing to each Participant the degree of achievement
of each Performance Goal based upon the actual performance results for the
Performance Period.
 
     5.2 Determination of Payment Amount.  After the end of each Performance
Period, the Payment Amount for each Participant for such Performance Period
shall be calculated by the Company and certified by the Committee based upon the
level of performance achieved by the Company and its Subsidiaries for each
Performance Goal applicable to such Participant for the Performance Period, as
determined in accordance with Section 5.1.
 
     5.3 Payment of Payment Amount.  The Payment Amount payable to Participants
under this Plan shall be paid solely in cash and shall be paid on or before the
Payment Date; provided, however, that subject to the requirements of the
applicable deferred compensation plan and such other rules and requirements as
the Committee may from time to time prescribe, the Committee may allow a
Participant to defer receipt of all or a portion of the Payment Amount if
permitted under the terms of the deferred compensation plan sponsored by the
Company in which the Participant is eligible to participate.
 
     5.4 Overall Limitation Applicable to Covered Employees.  Notwithstanding
any other provision in this Plan to the contrary, in no event shall any Covered
Employee be entitled to a payment in respect of any Performance Period in excess
of one percent (1%) of the Company's earnings before income taxes as publicly
disclosed in the "Consolidated Results of Operations" section of the Company's
annual report to the Securities and Exchange Commission on Form 10-K for the
Fiscal Year ended immediately before the Payment Date applicable to such
Performance Period.
 
                                   ARTICLE VI
 
                           TERMINATION OF EMPLOYMENT
 
     If a Participant's employment is terminated before the end of the
Performance Period, the treatment of the Performance Units awarded with respect
to such Performance Period will be as follows:
 
     6.1 In General.  If, before the end of the Performance Period, the
Participant's employment terminates for any reason other than for the reasons
described in Sections 6.2 through 6.4, the Participant's Performance Units shall
be canceled, and the Participant shall receive no payment under this Plan in
respect of such Performance Units. If a Participant's employment terminates
after the end of the Performance Period but before the Payment Date, the
Participant (or the Participant's designated beneficiary in the case of death)
shall be paid the Payment Amount with respect to such Performance Period as
determined under Article V hereof on the Payment Date.
 
     6.2 Retirement.  Subject to compliance with the conditions outlined below,
if, during the Performance Period, a Participant's employment terminates by
reason of Retirement, the Payment Amount for such Performance Period shall be
paid on the Payment Date for such Performance Period and the Participant's
 
 
Payment Amount with respect to such Performance Period shall be determined by
taking into account the actual performance of the Company and/or its
Subsidiaries for the entire Performance Period; provided, however, that the
Company reserves the right to cancel such Performance Units if the Participant,
prior to the end of the applicable Performance Period, (i) performs any
services, whether as an employee, officer, director, agent, independent
contractor, partner or otherwise, for a competitor of the Company or any of its
affiliates without the consent of the Company, or (ii) takes any other action,
including, but not limited to, interfering with the relationship between the
Company or any of its affiliates and any of its employees, clients or agents,
which is intended to damage or does damage to the business or reputation of the
Company.
 
     6.3 Death.  If a Participant dies during the Performance Period, the number
of Performance Units awarded to the Participant will be reduced by multiplying
the number of Performance Units initially awarded to the Participant by a
fraction, the numerator of which is the number of full months in the Performance
Period during which the Participant was an active employee of the Company or a
Subsidiary and the denominator of which is the number of months in the
Performance Period. A partial month worked shall be counted as a full month if
the Participant is an active employee for 15 days or more in that month. The
Payment Amount to be paid to the Participant's beneficiaries based on the
resulting reduced number of Performance Units shall be determined as follows:
 
          (a) If the Participant's death occurs after the end of one or more
     Fiscal Years during the Performance Period but within six months or less of
     the beginning of a Fiscal Year, the Payment Amount shall be determined
     using the actual performance of the Company and/or its Subsidiaries for
     each completed Fiscal Year prior to the Participant's death (the "COMPLETED
     FISCAL YEARS");
 
          (b) If the Participant's death occurs more than six months after the
     start of a Fiscal Year included in the Performance Period but prior to the
     end of a Fiscal Year during such Performance Period, the Payment Amount
     shall be determined (i) using the actual performance of the Company for
     each Completed Fiscal Year, if any, and (ii) using the actual performance
     of the Company and/or its Subsidiaries for the Fiscal Year in which the
     Participant dies; or
 
          (c) If the Participant's death occurs six months or less after the
     start of the Performance Period, the Payment Amount for the Performance
     Units granted with respect to such Performance Period shall be zero.
 
The Payment Amount determined pursuant to this Section 6.3 shall be paid to the
Participant's designated beneficiary as soon as practicable following the
determination of the Payment Amount.
 
     6.4 Disability.  If, before the end of the Performance Period, a
Participant's employment is terminated as a result of Disability, the Payment
Amount for such Performance Period shall be paid on the Payment Date for such
Performance Period, and the Participant's Payment Amount with respect to such
Performance Period shall be determined by taking into account the actual
performance of the Company and/or its Subsidiaries for the entire Performance
Period.
 
                                  ARTICLE VII
 
                               CHANGE OF CONTROL
 
     If a Change of Control has occurred during a Performance Period, the
Participant's Performance Units awarded with respect to such Performance Period
shall be considered vested, and the Payment Amount shall be paid to the
Participant within 90 days after the date of the Change of Control. For purposes
of this Article VII, the Payment Amount to be made to each Participant shall be
the maximum amount that could be paid to such Participant with respect to the
Participant's Performance Units for such Performance Period assuming the highest
level of performance is achieved.
 
 
                                  ARTICLE VIII
 
                                 ADMINISTRATION
 
     8.1 In General.  The Plan shall be administered under the supervision and
direction of the Committee or its designees, as applicable. In administering the
Plan, the Committee will determine the Participants and the number of
Performance Units to be granted to individual Participants, establish
appropriate Fiscal Years, Performance Periods and Performance Goals as bases for
payments under the Plan, establish the methods and procedures for measuring
performance, and determine the Payment Date and methods and procedures for
payment of Awards under the Plan. Further, the Committee may, from time to time,
change or waive requirements of the Plan, or outstanding Performance Units, to
conform with the law, to meet special circumstances not anticipated or covered
in the Plan, or to carry on successful operation of the Plan, and in connection
therewith, the Committee or its designee shall have the full power and authority
to:
 
          (a) Prescribe, amend and rescind rules and regulations relating to the
     Plan, or outstanding Performance Units, establish procedures deemed
     appropriate for the Plan's administration, and make any and all other
     determinations not herein specifically authorized which may be necessary or
     advisable for its effective administration;
 
          (b) Make any amendments to or modifications of the Plan which may be
     required or necessary to make the Plan set forth herein comply with the
     provisions of any laws, federal or state, or any regulations issued
     thereunder, and to cause the Company at its expense to take any action
     related to the Plan which may be required under such laws or regulations;
     and
 
          (c) Contest on behalf of Participants or the Company, at the expense
     of the Company, any ruling or decision on any issue related to the Plan,
     and conduct any such contest and any resulting litigation to a final
     determination, ruling or decision.
 
     Notwithstanding anything herein to the contrary, the Committee may, unless
otherwise prohibited from doing so by the Board of Directors or such committee's
charter, delegate any Plan related function it may deem necessary or appropriate
to employees of the Company or its Subsidiaries or to third parties.
 
     Nothing herein shall be deemed to authorize, and the Committee will have no
discretion, to alter or amend the Performance Goals or the specific Performance
Goals of Awards under the Plan after they have been approved by the Committee or
communicated to Participants, whichever shall occur later in time.
 
     8.2 Limitation of Liability.  No member of the Committee shall be liable
for any act, omission, or determination taken or made in good faith with respect
to the Plan or any Awards made hereunder, and the members of the Committee shall
be entitled to indemnification, defense and reimbursement by the Company in
respect of any claim, loss, damage, or expenses (including attorneys' fees and
expenses) arising therefrom to the full extent permitted by law and as provided
for in the bylaws of the Company or under any directors' and officers' liability
or similar insurance coverage or any indemnification agreement that may be in
effect from time to time. The Company reserves the right to select counsel to
defend any litigation covered by this Section 8.2.
 
                                   ARTICLE IX
 
                         TERM; WITHDRAWAL OR AMENDMENT
 
     9.1 Effective Date and Term.  The Plan has been adopted by the Board of
Directors effective as of September 3, 2004 (the "EFFECTIVE DATE"). The term of
the Plan shall continue until the fifth anniversary of the Effective Date,
unless sooner terminated by the Board. No new Awards may be made after the
termination of the Plan, but termination of the Plan shall not affect
outstanding Awards.
 
     9.2 Withdrawal or Amendment.  The Company's Board of Directors or the
Committee may at any time withdraw or amend the Plan, except that there shall be
no withdrawal or amendment which shall adversely affect Awards theretofore
granted.
 
 
                                   ARTICLE X
 
                                 MISCELLANEOUS
 
     10.1 Beneficiaries.  Each Participant may designate a beneficiary or
beneficiaries to receive, in the event of such Participant's death, any payments
remaining to be made to the Participant under the Plan. Each Participant shall
have the right to revoke any such designation and to redesignate a beneficiary
or beneficiaries by written notice to the Company to such effect. If any
Participant dies without naming a beneficiary or if all of the beneficiaries
named by a Participant predecease the Participant, then any amounts remaining to
be paid under the Plan shall be paid to the Participant's estate.
 
     10.2 Awards Non-Transferable.  Any rights of a Participant under this Plan,
and in or to an Award, shall be personal in nature and may not be assigned or
transferred (other than a transfer by will or the laws of descent and
distribution). Any attempted assignment or transfer of the Award shall be null
and void and without effect.
 
     10.3 Withholding for Taxes.  The Company or its Subsidiaries shall have the
right to deduct from all payments under the Plan any federal, state, or local
taxes required by law to be withheld with respect to such payments.
 
     10.4 Plan Funding.  The Plan shall at all times be unfunded and no
provision shall at any time be made with respect to segregating any assets of
the Company or its Subsidiaries for payment of any benefits under the Plan. The
right of a Participant to receive payment under the Plan shall be an unsecured
claim against the general assets of the Company or its Subsidiaries, and neither
the Participant nor any other person shall have any rights in or against any
specific assets of the Company or its Subsidiaries. The Company and its
Subsidiaries may establish a reserve of assets to provide funds for payments
under the Plan.
 
     10.5 No Contract of Employment.  The existence of this Plan, as in effect
at any time or from time to time, or any grant of Performance Units under the
Plan shall not be deemed to constitute a contract of employment between the
Company, or its Subsidiaries, and any employee or Participant, nor shall it
constitute a right to remain in the employ of the Company or its Subsidiaries.
 
     10.6 No Right to Participate.  Except as provided in Articles III and IV,
no Participant or other employee shall at any time have a right to be selected
for participation in the Plan, despite having previously participated in an
incentive or bonus plan of the Company or its Subsidiaries.
 
     10.7 Facilitation of Payments.  Notwithstanding anything else in this Plan
to the contrary, in the event that a payment is due to an employee, or former
employee (or a beneficiary thereof), under this Plan and the recipient is a
minor, mentally incompetent, or otherwise incapacitated, such payment shall be
made to the recipient's legal representative, or guardian. If there is no such
legal representative, or guardian, the Committee, in its sole discretion, may
direct that payment be made to any person the Committee, in its sole discretion,
believes, by reason of a family relationship, or otherwise, will apply. Upon
such payment, for the benefit of the recipient, the Company and each of its
Subsidiaries shall be fully discharged of all obligations therefor.
 
     10.8 Addresses; Missing Recipients.  A recipient of any payment under this
Plan who is not a current employee of the Company, or its Subsidiaries, shall
have the obligation to inform the Company of his or her current address, or
other location to which payments are to be sent. Neither the Company nor its
Subsidiaries shall have any liability to such recipient, or any other person,
for any failure of such recipient, or person, to receive any payment if it sends
such payment to the address provided by such recipient by first class mail,
postage paid, or other comparable delivery method. Notwithstanding anything else
in this Plan to the contrary, if a recipient of any payment cannot be located
within 120 days following the date on which such payment is due after reasonable
efforts by the Company or its Subsidiaries, such payments and all future
payments owing to such recipient shall be forfeited without notice to such
recipient. If, within two years (or such longer period as the Committee, in its
sole discretion, may determine) after the date as of which payment was forfeited
(or, if later, is first due), the recipient, by written notice to the Company,
requests that such payment and all future payments owing to such recipient be
reinstated and provides satisfactory proof of their identity, such payments
 
shall be promptly reinstated. To the extent the due date of any reinstated
payment occurred prior to such reinstatement, such payment shall be made to the
recipient (without any interest from its original due date) within 90 days aftersuch reinstatement.
 
     10.9 Governing Law.  The laws of the State of Delaware (excluding its
principles relating to conflicts of laws) shall govern the Plan.
 
     10.10 Successors.  All obligations of the Company and its Subsidiaries
under the Plan shall be binding upon and inure to the benefit of any successor to the Company or such Subsidiary, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise.
 
     10.11 Third Parties.  Nothing expressed or implied in this Plan is intended or may be construed to give any person other than eligible Participants any
rights or remedies under this Plan.
 
     10.12 Headings.  Section and other headings contained in this Plan are for reference purposes only, and are not intended to describe, interpret, define, or limit the scope, extent or intent of the provisions of the Plan.