0000950129-07-005479 Sample Contracts

Form of Grant Agreement Letter to Corporate Participants1 Under the SYSCO Corporation 2004 Mid-Term Incentive Plan
Form of Grant Agreement • November 8th, 2007 • Sysco Corp • Wholesale-groceries & related products

In recognition of your long-term commitment to SYSCO and its customers and of your expected future contributions to our corporate financial objectives, you have been granted [ ] “performance units” under the SYSCO Corporation 2004 Mid-Term Incentive Plan (the “Plan”). The value assigned to each of your performance units is $35.00.

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EXTENSION AGREEMENT
Extension Agreement • November 8th, 2007 • Sysco Corp • Wholesale-groceries & related products • New York

The undersigned hereby agrees to extend, effective September 21, 2007, the Maturity Date under the Credit Agreement dated as of November 4, 2005 (as amended from time to time, the “Credit Agreement”) among SYSCO Corporation, a Delaware corporation (the “Company”), SYSCO International, Co., the Lenders party thereto, JPMorgan Chase Bank, N.A., as U.S. Administrative Agent (the “U.S. Administrative Agent”), JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, for one year to November 4, 2012. Terms defined in the Credit Agreement are used herein with the same meaning.

Contract
Commitment Increase Agreement • November 8th, 2007 • Sysco Corp • Wholesale-groceries & related products • New York

COMMITMENT INCREASE AGREEMENT dated as of September 25, 2007, among SYSCO CORPORATION (the “Company”), the INCREASING LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as U.S. administrative agent (the “U.S. Administrative Agent”) under the Credit Agreement referred to below.

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