EXHIBIT 4.1






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                                SYSCO CORPORATION


                                       AND


                       WACHOVIA BANK, NATIONAL ASSOCIATION
             (Formerly First Union National Bank of North Carolina)

                                     Trustee

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                          SIXTH SUPPLEMENTAL INDENTURE

                            Dated as of April 5, 2002


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                           Supplementing the Indenture
                            dated as of June 15, 1995


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<PAGE>

     SIXTH  SUPPLEMENTAL  INDENTURE,  dated  as of the 5th day of  April,  2002,
between SYSCO CORPORATION,  a corporation  organized and existing under the laws
of  the  State  of  Delaware  (the  "Company"),   and  WACHOVIA  BANK,  NATIONAL
ASSOCIATION  (formerly First Union National Bank of North Carolina),  a national
banking association, as trustee (the "Trustee");

     WHEREAS,  the Company has heretofore  executed and delivered to the Trustee
an Indenture dated as of June 15, 1995 (the "Original  Indenture") providing for
the issuance by the Company from time to time of its unsecured debentures, notes
or other  evidences of  indebtedness  to be issued in one or more series (in the
Original Indenture and herein called the "Securities"); and

     WHEREAS,  the Company has heretofore  executed and delivered to the Trustee
(i) a First  Supplemental  Indenture dated as of June 27, 1995 providing for the
issuance by the Company of  $150,000,000  aggregate  principal  amount of 6 1/2%
Senior Notes due June 15, 2005, (ii) a Second Supplemental Indenture dated as of
May 1, 1996 providing for the issuance by the Company of $200,000,000  aggregate
principal amount of 7% Senior Notes due May 1, 2006, (iii) a Third  Supplemental
Indenture  dated as of April 25, 1997  providing for the issuance by the Company
of  $50,000,000  aggregate  principal  amount of 7.16%  Debentures due April 15,
2027, (iv) a Fourth Supplemental  Indenture dated as of April 25, 1997 providing
for the issuance by the Company of $100,000,000  aggregate  principal  amount of
7.25%  Senior  Notes due April 15, 2007 and (v) a Fifth  Supplemental  Indenture
dated  as of  July  27,  1998  providing  for the  issuance  by the  Company  of
$225,000,000 aggregate principal amount of 6 1/2% Debentures due August 1, 2028;
and

     WHEREAS,  the Company, in the exercise of the power and authority conferred
upon  and  reserved  to it  under  the  provisions  of the  Original  Indenture,
including  Section 2.3 thereof,  and pursuant to appropriate  resolutions of the
Board of  Directors,  has duly  determined  to make,  execute and deliver to the
Trustee this Sixth Supplemental Indenture to the Original Indenture as permitted
by Sections 2.1, 2.3 and 8.1 of the Original Indenture in order to establish the
form or terms of,  and to  provide  for the  creation  and issue of, a series of
Securities  under the Original  Indenture in the aggregate  principal  amount of
$200,000,000; and

     WHEREAS,  all things necessary to make the Securities  provided for herein,
when executed by the Company and  authenticated  and delivered by the Trustee or
any Authenticating Agent and issued upon the terms and subject to the conditions
hereinafter and in the Original  Indenture set forth against  payment  therefor,
the valid,  binding and legal  obligations of the Company and to make this Sixth
Supplemental Indenture a valid, binding and legal agreement of the Company, have
been done;

     NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order
to establish the terms of a series of Securities,  and for and in  consideration
of the premises and of the covenants  contained in the Original Indenture and in
this Sixth Supplemental  Indenture and for other good and valuable consideration
the receipt and  sufficiency  of which are hereby  acknowledged,  it is mutually
covenanted and agreed as follows:


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                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     1.1  Definitions.  Each capitalized term that is used herein and is defined
in the  Original  Indenture  shall have the meaning  specified  in the  Original
Indenture unless that term is otherwise defined herein.

     1.2 Section References. Each reference to a particular section set forth in
this Sixth Supplemental  Indenture shall, unless the context otherwise requires,
refer to this Sixth Supplemental Indenture.

                                   ARTICLE II

                          TITLE AND TERMS OF SECURITIES

     2.1 Title of the  Securities.  This  Sixth  Supplemental  Indenture  hereby
establishes  a series of  Securities  designated  as the "4.75% Senior Notes due
July 30, 2005" of the Company (collectively  referred to herein as the "Notes").
For  purposes of the  Original  Indenture,  the Notes shall  constitute a single
series of Securities.

     2.2 Term of the Notes. The Notes shall mature on July 30, 2005 (the "Stated
Maturity").  In the event that the Stated Maturity of any Note is not a Business
Day,  principal  and  interest  payable  at  maturity  shall be paid on the next
succeeding  Business  Day with the same effect as if that  Business Day were the
Stated  Maturity and no interest  shall accrue or be payable for the period from
and after the Stated Maturity to the next succeeding Business Day.

     2.3 Amount and Denominations;  Currency of Payment. The aggregate principal
amount in which the Notes may be issued under this Sixth Supplemental  Indenture
is limited to $200,000,000.

     The  Notes  shall be issued  in the form of one or more  Registered  Global
Securities  in the name of Cede & Co., as  registered  owner and nominee for The
Depository Trust Company, New York, New York ("DTC"). DTC shall initially act as
Depositary for the Notes.

     The Notes shall be denominated in United States dollars in denominations of
$1,000 and integral multiples of $1,000.

     2.4 Interest and Interest Rates.  Each Note shall bear interest at the rate
of 4.75%  per  annum  from the  date of issue or from the most  recent  Interest
Payment Date (as defined  below) to which interest on such Note has been paid or
duly provided for, commencing with the Interest Payment Date next succeeding the
date of  issue,  until  the  principal  thereof  is paid or made  available  for
payment.  Interest  shall be  payable  to the  Person  in  whose  name a Note is
registered  at the close of  business  on the  Regular  Record  Date (as defined
below) next preceding an Interest Payment Date.  Notwithstanding  the foregoing,


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if a Note is  originally  issued  after the  Regular  Record Date and before the
corresponding  Interest  Payment Date, the first payment of interest on the Note
shall be made on the next  succeeding  Interest  Payment  Date to the  Person in
whose name that Note was  registered on the Regular  Record Date with respect to
such next  succeeding  Interest  Payment  Date.  Interest  on each Note shall be
computed on the basis of a 360-day year comprising twelve 30-day months.

     2.5 Interest Payments

     The interest  payment  dates for each Note shall be January 30 and July 30,
in each year (the "Interest Payment Dates"),  beginning January 30, 2003 and the
regular  record dates shall be the January 15 and July 15 (the  "Regular  Record
Dates")  preceding those Interest  Payment Dates,  respectively.  Interest shall
also be payable at maturity of any Note.

     If an Interest  Payment Date with respect to the Notes would otherwise fall
on a day  that is not a  Business  Day,  such  Interest  Payment  Date  shall be
postponed to the next  succeeding  Business Day with respect to the Notes and no
interest shall accrue or be payable on such next succeeding Business Day for the
period  from  and  after  such  original  Interest  Payment  Date to  such  next
succeeding Business Day.

     Except  as  provided  in  the  immediately  preceding  paragraph,  interest
payments  shall be in the amount of  interest  accrued  to, but  excluding,  the
Interest Payment Date.

     2.6 Place of Payment,  Transfer and Exchange.  The Company  authorizes  and
appoints the Trustee as the sole paying agent (the "Paying  Agent") with respect
to any Notes represented by Registered Global  Securities,  without prejudice to
the Company's  authority to appoint  additional  paying agents from time to time
pursuant to Section 3.4 of the Original Indenture. Payments of principal on each
Note and interest  thereon payable at maturity or upon redemption  shall be made
in immediately  available funds in such currency of the United States of America
as at the time of payment  shall be legal  tender for the  payment of public and
private  debts,  at the  request of the  Holder,  at the office or agency of the
Paying Agent in New York,  New York or any other duly  appointed  Paying  Agent,
provided  that the Note is  presented to the Paying Agent in time for the Paying
Agent to make the payments in immediately available funds in accordance with its
normal  procedures.  So long as any Notes are represented by a Registered Global
Security,  interest (other than interest payable at maturity or upon redemption)
shall be paid in immediately  available funds by wire transfer to the Depositary
for such Notes, on the written order of the Depositary. In addition, the Company
may  maintain a drop agent,  in such  location or  locations  as the Company may
select,  to provide  the  Holders  with an office at which they may  present the
Notes  for  payment.  The  Company  hereby  acknowledges  that  any  drop  agent
maintained will accept Notes for presentment, take payment instructions from the
Holder and forward the Notes presented and any related  payment  instructions to
the Paying Agent by overnight courier, for next day delivery. Notes presented as
set forth in the previous sentence shall be deemed to be presented to the Paying
Agent on the Business Day next succeeding the day the Notes are delivered to the
drop agent.

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     The  Company  appoints  the  Trustee as the sole  Security  registrar  with
respect to the Notes,  without  prejudice to the Company's  authority to appoint
additional  Security registrars from time to time pursuant to Section 2.8 of the
Original  Indenture.  The Notes may be  presented  by the  Holders  thereof  for
registration  of transfer  or  exchange at the office or agency of the  Security
registrar or any successor or  co-registrar  in New York, New York. In addition,
the Company may  maintain a drop agent,  in such  location or  locations  as the
Company  may select,  to provide  the  Holders  with an office at which they may
present the Notes for  registration of transfer or exchange.  The Company hereby
acknowledges that any drop agent maintained by the Company will accept Notes for
registration  of transfer or exchange  and forward  those Notes to the  Security
registrar by overnight  courier,  for next day delivery.  Notes  accepted as set
forth in the immediately  preceding  sentence shall be deemed to be presented to
the Security  registrar on the Business Day next  succeeding  the day that Notes
are delivered to the drop agent.

     2.7 No Sinking Fund. The Notes shall not be subject to any sinking fund.

     2.8 Redemption at Option of the Company.  The Notes are redeemable in whole
or in part at any time and from time to time  prior to the Stated  Maturity,  at
the option of the  Company,  at a  redemption  price equal to the greater of the
following  amounts,  plus,  in either case,  accrued and unpaid  interest on the
principal  amount  being  redeemed  to the date of  redemption:  (i) 100% of the
principal  amount of the Notes  being  redeemed;  or (ii) the sum of the present
values of the remaining  scheduled  payments of the principal of and interest on
the  Notes  to be  redeemed  (exclusive  of  interest  accrued  to the  date  of
redemption),  discounted  to the  date  of  redemption  on a  semi-annual  basis
(assuming a 360-day year  consisting  of twelve  30-day  months) at the Treasury
Rate plus 15 basis points.

     As used in this Section 2.8 only,  the terms set forth below shall have the
following respective meanings:

          "Business  Day" means any calendar day that is not a Saturday,  Sunday
     or legal  holiday  in New  York,  New York or  Houston,  Texas and on which
     commercial  banks are open for business in New York,  New York and Houston,
     Texas.

          "Comparable  Treasury Issue" means the United States Treasury security
     selected  by the  Quotation  Agent as having a maturity  comparable  to the
     remaining  term  of the  Notes  that  would  be  utilized,  at the  time of
     selection and in accordance with customary financial  practice,  in pricing
     new issues of  corporate  debt  securities  of  comparable  maturity to the
     remaining term of such Notes.

          "Comparable  Treasury  Price"  means,  with respect to any  redemption
     date,  the average of two Reference  Treasury  Dealer  Quotations  for that
     redemption date.

          "Quotation Agent" means Goldman, Sachs & Co. or its successor.

          "Reference Treasury Dealer" means each of (1) Goldman,  Sachs & Co. or
     its  successor  and (2) one other  firm that is a primary  U.S.  Government
     securities  dealer in New York City (a "Primary Treasury Dealer") which the


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     Company specifies from time to time; provided, however, that if any of them
     ceases  to be a  Primary  Treasury  Dealer,  the  Company  will  substitute
     therefor another Primary Treasury Dealer.

          "Reference  Treasury Dealer  Quotations"  means,  with respect to each
     Reference  Treasury  Dealer  and  any  redemption  date,  the  average,  as
     determined  by the Trustee,  of the bid and asked price for the  Comparable
     Treasury  Issue  (expressed  in each case as a percentage  of its principal
     amount) quoted in writing to the Trustee by such Reference  Treasury Dealer
     at 5:00 p.m.,  New York City time, on the third Business Day preceding that
     redemption date.

          "Treasury Rate" means,  with respect to any redemption  date, the rate
     per year equal to: (1) the yield,  under the heading which  represents  the
     average for the immediately  preceding week, appearing in the most recently
     published  statistical  release  designated  "H.15 (519)" or any  successor
     publication  which is  published  weekly by the Board of  Governors  of the
     Federal  Reserve  System and which  establishes  yields on actively  traded
     United States Treasury  securities  adjusted to constant maturity under the
     caption "Treasury Constant  Maturities," for the maturity  corresponding to
     the  Comparable  Treasury  Issue;  provided  that, if no maturity is within
     three months before or after the maturity date of the Notes, yields for the
     two  published  maturities  most closely  corresponding  to the  Comparable
     Treasury  Issue  shall  be  determined,  and the  Treasury  Rate  shall  be
     interpolated  or extrapolated  from such yields on a  straight-line  basis,
     rounding  to the nearest  month;  or (2) if such  release or any  successor
     release is not published  during the week preceding the calculation date or
     does not contain  such  yields,  the rate per year equal to the  semiannual
     equivalent yield to maturity of the Comparable  Treasury Issue,  calculated
     using a price for the Comparable Treasury Issue,  expressed as a percentage
     of its principal  amount,  equal to the Comparable  Treasury Price for such
     redemption date. The Treasury Rate will be calculated on the third Business
     Day preceding the redemption date.

     Notice of any redemption  will be mailed at least 30 days but not more than
60 days before the date of redemption to each holder of Notes to be redeemed.

     Unless the Company defaults in payment of the redemption price, on or after
the date of  redemption,  interest will cease to accrue on the Notes or portions
thereof called for redemption.

     2.9. Form and Other Terms of the Notes.  Attached  hereto as Exhibit A is a
form of a Note  denominated  in  United  States  dollars,  which  form is hereby
established as a form in which Notes may be issued. In addition, any Note may be
issued in such other form as may be provided by, or not  inconsistent  with, the
terms of the Original Indenture and this Sixth Supplemental Indenture.

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                                   ARTICLE III

                            MISCELLANEOUS PROVISIONS

     The Trustee makes no undertaking or representation in respect of, and shall
not be responsible in any manner  whatsoever for and in respect of, the validity
or sufficiency of this Sixth Supplemental  Indenture or the proper authorization
or the due execution  hereof by the Company or for or in respect of the recitals
and statements  contained herein,  all of which recitals and statements are made
solely by the Company.

     Except as expressly amended hereby, the Original  Indenture,  as heretofore
amended and supplemented,  shall continue in full force and effect in accordance
with the provisions thereof and the Original Indenture is in all respects hereby
ratified and confirmed. This Sixth Supplemental Indenture and all its provisions
shall be deemed a part of the Original Indenture in the manner and to the extent
herein and therein provided.

     This Sixth  Supplemental  Indenture  shall be governed by, and construed in
accordance  with,  the laws of the  State of New  York,  without  regard  to any
principles of conflicts of laws that would result in the application of the laws
of any other jurisdiction.

     This  Sixth  Supplemental  Indenture  may  be  executed  in any  number  of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.


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         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  this  Sixth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be  hereunto  affixed  and  attested,  all as of the day and year first above
written.

                                SYSCO CORPORATION


                                By:  /s/ Diane Day Sanders
                                   ---------------------------------------------
                                    Diane Day Sanders
                                    Vice President and Treasurer




                                WACHOVIA BANK, NATIONAL ASSOCIATION,
                                as Trustee



                                By:    /s/ R. Douglas Milner
                                   ---------------------------------------------
                                    Name:  R. Douglas Milner
                                         ---------------------------------------
                                    Title:    Vice President
                                          --------------------------------------


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1463205v1

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                                                                       EXHIBIT A

     THIS  SECURITY IS A GLOBAL  SECURITY  WITHIN THE  MEANING OF THE  INDENTURE
HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN THE NAME OF A  DEPOSITARY  OR A
NOMINEE  THEREOF.  THIS  SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED,  IN THE NAME OF ANY PERSON OTHER THAN SUCH  DEPOSITARY  OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR  REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER  NAME AS IS  REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY
PAYMENT  IS MADE TO CEDE & CO. OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN
AUTHORIZED  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


REGISTERED                                                            REGISTERED


                                SYSCO CORPORATION
                       4.75% Senior Note due July 30, 2005


No. SC-0001                                                   CUSIP: 871829 AG 2


PRINCIPAL AMOUNT: $200,000,000                AUTHENTICATION DATE: April 5, 2002


ORIGINAL ISSUE DATE: April 5, 2002                STATED MATURITY: July 30, 2005


INTEREST RATE: 4.75% per annum                 SUBJECT  TO  DEFEASANCE  PURSUANT
                                               TO SECTION  10.1 OF THE INDENTURE
                                               REFERRED TO HEREIN


ISSUE PRICE (%): 99.768%


     SYSCO Corporation,  a corporation  organized and existing under the laws of
the State of Delaware  (herein  called the  "Company",  which term  includes any
successor  Person under the Indenture  referred to herein),  for value received,
hereby promises to pay to CEDE & Co., or registered  assigns,  the principal sum



<PAGE>

of TWO HUNDRED  MILLION  DOLLARS  ($200,000,000)  on July 30, 2005 (the  "Stated
Maturity") and to pay interest thereon at the rate of 4.75% per annum,  computed
on the basis of a 360-day year  comprising  twelve 30-day months,  from April 5,
2002 (the "Original Issue Date") or from the most recent  Interest  Payment Date
to which  interest has been paid or duly provided for, on January 30 and July 30
in each year and at the Stated  Maturity  or upon  redemption,  commencing  with
January 30,  2003,  until the  principal  hereof is paid or made  available  for
payment. If an Interest Payment Date would otherwise fall on a day that is not a
Business  Day,  such  Interest  Payment  Date  shall  be  postponed  to the next
succeeding  Business Day and no interest shall accrue or be payable on such next
succeeding  Business  Day for the period from and after such  original  Interest
Payment Date to such next  succeeding  Business  Day.  Except as provided in the
immediately  preceding  sentence,  interest  payments  shall be in the amount of
interest accrued to, but excluding, the Interest Payment Date.

     The interest  payable,  and  punctually  paid or duly  provided for, on any
Interest Payment Date will, as provided in the Indenture  referred to herein, be
paid to the  Person  in whose  name  this  Note is  registered  at the  close of
business on the Regular Record Date for such interest, which shall be January 15
or July 15 (whether or not a Business  Day), as the case may be, next  preceding
such Interest Payment Date.

     Payments of principal on this Note and interest payable on this Note at the
Stated  Maturity or upon  redemption  of this Note shall be made in  immediately
available  funds in such currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts, at
the request of the Holder upon  presentation  and surrender of this Note, at the
office or agency of the  Paying  Agent in New York,  New York or any other  duly
appointed Paying Agent, provided that this Note is presented to the Paying Agent
in time for the Paying Agent to make payments in immediately  available funds in
accordance with its normal procedures. So long as any Notes are represented by a
Registered Global Security, interest (other than interest payable at maturity or
upon redemption)  shall be paid in immediately  available funds by wire transfer
to the Depositary  for such Notes,  on the written order of the  Depositary.  In
addition,  the Company may maintain a drop agent,  in such location or locations
as the Company may select,  to provide the Holders  with an office at which they
may present the Notes for payment. Notes presented to a drop agent in accordance
with the  provisions of the  Indenture  referred to herein shall be deemed to be
presented to the Paying Agent on the  Business Day next  succeeding  the day the
Notes are delivered to the drop agent.

     Payment of interest  (other than interest  payable in  accordance  with the
provisions of the  immediately  preceding  paragraph)  will,  subject to certain
exceptions provided in the Indenture referred to herein, be made by check mailed
to the address of the Person  entitled  thereto as such address  shall appear in
the Security register as of the applicable Regular Record Date or, at the option
of the Company,  by wire transfer to an account maintained by such Person with a
bank located in the United States.

     The Notes are  redeemable  in whole or in part at any time and from time to
time prior to the Stated Maturity, at the option of the Company, at a redemption
price equal to the  greater of the  following  amounts,  plus,  in either  case,
accrued and unpaid  interest on the principal  amount being redeemed to the date
of redemption:  (1) 100% of the principal amount of the Notes being redeemed; or
(2) the  sum of the  present  values  of the  remaining  scheduled  payments  of


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<PAGE>

principal  of and  interest on the Notes to be redeemed  (exclusive  of interest
accrued to the date of  redemption),  discounted  to the date of redemption on a
semi-annual  basis  (assuming a 360-day year consisting of twelve 30-day months)
at the  Treasury  Rate (as  defined in the  following  paragraph)  plus 15 basis
points.

     As used in this paragraph and in the immediately  preceding paragraph only,
the terms set forth below shall have the following respective meanings:

          "Business  Day" means any calendar day that is not a Saturday,  Sunday
     or legal  holiday  in New  York,  New York or  Houston,  Texas and on which
     commercial  banks are open for business in New York,  New York and Houston,
     Texas.

          "Comparable  Treasury Issue" means the United States Treasury security
     selected  by the  Quotation  Agent as having a maturity  comparable  to the
     remaining  term  of the  Notes  that  would  be  utilized,  at the  time of
     selection and in accordance with customary financial  practice,  in pricing
     new issues of  corporate  debt  securities  of  comparable  maturity to the
     remaining term of such Notes.

          "Comparable  Treasury  Price"  means,  with respect to any  redemption
     date,  the average of two Reference  Treasury  Dealer  Quotations  for that
     redemption date.

          "Quotation Agent" means Goldman, Sachs & Co. or its successor.

          "Reference Treasury Dealer" means each of (1) Goldman,  Sachs & Co. or
     its  successor  and (2) one other  firm that is a primary  U.S.  Government
     securities  dealer in New York City (a "Primary Treasury Dealer") which the
     Company specifies from time to time; provided, however, that if any of them
     ceases  to be a  Primary  Treasury  Dealer,  the  Company  will  substitute
     therefor another Primary Treasury Dealer.

          "Reference  Treasury Dealer  Quotations"  means,  with respect to each
     Reference  Treasury  Dealer  and  any  redemption  date,  the  average,  as
     determined  by the Trustee,  of the bid and asked price for the  Comparable
     Treasury  Issue  (expressed  in each case as a percentage  of its principal
     amount) quoted in writing to the Trustee by such Reference  Treasury Dealer
     at 5:00 p.m.,  New York City time, on the third Business Day preceding that
     redemption date.

          "Treasury Rate" means,  with respect to any redemption  date, the rate
     per year equal to: (1) the yield,  under the heading which  represents  the
     average for the immediately  preceding week, appearing in the most recently
     published  statistical  release  designated  "H.15 (519)" or any  successor
     publication  which is  published  weekly by the Board of  Governors  of the
     Federal  Reserve  System and which  establishes  yields on actively  traded
     United States Treasury  securities  adjusted to constant maturity under the
     caption "Treasury Constant  Maturities," for the maturity  corresponding to
     the  Comparable  Treasury  Issue;  provided  that, if no maturity is within
     three months before or after the maturity date of the Notes, yields for the
     two  published  maturities  most closely  corresponding  to the  Comparable
     Treasury  Issue  shall  be  determined,  and the  Treasury  Rate  shall  be
     interpolated  or extrapolated  from such yields on a  straight-line  basis,
     rounding  to the nearest  month;  or (2) if such  release or any  successor
     release is not published  during the week preceding the calculation date or


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<PAGE>

     does not contain  such  yields,  the rate per year equal to the  semiannual
     equivalent yield to maturity of the Comparable  Treasury Issue,  calculated
     using a price for the Comparable Treasury Issue,  expressed as a percentage
     of its principal  amount,  equal to the Comparable  Treasury Price for such
     redemption date. The Treasury Rate will be calculated on the third Business
     Day preceding the redemption date.

     Notice of any redemption  will be mailed at least 30 days but not more than
60 days before the date of redemption to each holder of Notes to be redeemed. If
fewer than all of the Notes are to be redeemed, the Trustee will select, in such
manner as the Trustee shall deem  appropriate and fair, the particular  Notes to
be redeemed in whole or in part.

     Unless the Company defaults in payment of the redemption price, on or after
the date of  redemption,  interest will cease to accrue on the Notes or portions
thereof called for redemption.

     In the event of  redemption  of this Note in part only, a new Note or Notes
of like  tenor and in an  aggregate  principal  amount  equal to the  unredeemed
portion  hereof  will be  issued  in the  name of the  Holder  hereof  upon  the
cancellation hereof.

     The Notes are not subject to any sinking fund.

     REFERENCE IS HEREBY MADE TO THE FURTHER  PROVISIONS  OF THIS NOTE SET FORTH
IN FULL ON THE REVERSE HEREOF,  WHICH FURTHER  PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual  signature of an authorized  signatory,  this Note shall not be
entitled to any benefit  under the  Indenture  referred to herein or be valid or
obligatory for any purpose.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its corporate seal.

                                SYSCO CORPORATION

[Seal]

                                By
                                  ----------------------------------------------
                                         Diane Day Sanders
                                         Vice President and Treasurer



                                Attest
                                   ---------------------------------------------
                                         Carolyn S. Mitchell
                                         Secretary



                                       4
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Date:    April 5, 2002

This is one of the Securities referred to in the within-mentioned Indenture.

                                  WACHOVIA BANK, NATIONAL
                                  ASSOCIATION, as Trustee



                                  By
                                    --------------------------------------------
                                      Authorized Signatory





                                       5
<PAGE>

                                [REVERSE OF NOTE]

                                SYSCO CORPORATION
                       4.75% Senior Note due July 30, 2005


     This Note is one of a duly  authorized  issue of  securities of the Company
(the  "Securities"),  issued  and to be  issued in one or more  series  under an
Indenture dated as of June 15, 1995 and executed and delivered by the Company to
Wachovia Bank, National Association (formerly First Union National Bank of North
Carolina),  as trustee  (herein  called the  "Trustee,"  which term includes any
successor trustee under the Indenture),  as supplemented by a First Supplemental
Indenture dated as of June 27, 1995, a Second Supplemental Indenture dated as of
May 1, 1996, a Third Supplemental Indenture dated as of April 25, 1997, a Fourth
Supplemental  Indenture  dated  as of  April  25,  1997,  a  Fifth  Supplemental
Indenture dated as of July 27, 1998 and a Sixth Supplemental  Indenture dated as
of April 5, 2002, all executed and delivered by the Company to the Trustee (such
Indenture,  as  supplemented  by  the  First  Supplemental   Indenture,   Second
Supplemental  Indenture,  Third  Supplemental  Indenture,   Fourth  Supplemental
Indenture,  Fifth Supplemental  Indenture and Sixth Supplemental  Indenture,  is
referred to herein as the "Indenture"),  to which Indenture  reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities  thereunder of the Company,  the Trustee and the Holders of the Notes
and of the terms  upon  which the Notes are,  and are to be,  authenticated  and
delivered. The acceptance of this Note shall be deemed to constitute the consent
and  agreement of the Holder  hereof to all of the terms and  conditions  of the
Indenture.  This Note is a Security of the series designated on the face hereof,
limited in aggregate principal amount to $200,000,000.

     If an Event of  Default  with  respect  to the  Notes  shall  occur  and be
continuing,  the  principal  of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any  supplemental  indenture  without the consent of the
Holders for one or more of the  following  purposes  (as more  particularly  set
forth in the Indenture): (1) to convey, transfer, assign, mortgage or pledge any
property or assets to the Trustee as security for the  Securities of one or more
series; (2) to evidence the succession of another entity to the Company;  (3) to
add to the  covenants of the Company or add Events of Default for the benefit of
Holders;  (4) to cure any  ambiguity,  to correct or supplement any provision of
the Indenture which may be defective or inconsistent with any other provision of
the  Indenture,  or to make any other  provisions  with  respect  to  matters or
questions  arising  under  the  Indenture  as shall  not  adversely  affect  the
interests of the Holders in any material  respect;  (5) to establish the form or
terms of  Securities  of any series as  permitted by Sections 2.1 and 2.3 of the
Indenture; and (6) to evidence the appointment of a successor Trustee.

     The Indenture also permits,  with certain  exceptions as therein  provided,
the amendment  thereof and the modification of the rights and obligations of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the  Holders of not less than a majority in  principal  amount of the
Securities  then  Outstanding of each series to be affected  (voting as a single



<PAGE>

class).  The Indenture  also  contains  provisions  permitting  the Holders of a
majority in aggregate  principal  amount of the  Securities of all series at the
time  Outstanding with respect to which a default or Event of Default shall have
occurred and be continuing  (voting as a single class), on behalf of the Holders
of all such  Securities,  to waive  certain past  defaults and Events of Default
under the  Indenture and their  consequences.  Any such consent or waiver by the
Holder of this Note shall be  conclusive  and binding  upon such Holder and upon
all future Holders of this Note and of any Security issued upon the registration
of transfer hereof or in exchange for or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.

     As set forth in, and subject to the provisions of, the Indenture, no Holder
of any Note  will  have any  right to  institute  any  proceeding,  judicial  or
otherwise,  with respect to the Indenture or for any remedy  thereunder,  unless
(1) such Holder shall have  previously  given to the Trustee written notice of a
continuing  Event of Default with  respect to the Notes,  (2) the Holders of not
less than 25% in aggregate  principal amount of the Outstanding Notes shall have
made  written  request,  and  offered  reasonable  indemnity,  to the Trustee to
institute  such  proceeding as trustee,  (3) the Trustee shall not have received
from the Holders of a majority in aggregate  principal amount of the Outstanding
Notes a direction  inconsistent with such request and (4) the Trustee shall have
failed to institute such proceeding within 60 days; provided, however, that such
limitations  do not apply to a suit  instituted  by the  Holder  hereof  for the
enforcement  of payment of the  principal  of or any interest on this Note on or
after the respective due dates expressed herein.

     No reference  herein to the  Indenture  and no provision of this Note or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and  unconditional,  to pay the principal of and interest on this Note,
as described on the face hereof,  at the times,  place and rate, and in the coin
or currency, herein prescribed.

     The Notes are issuable only in fully  registered  form and are  represented
either by one or more global certificates registered in the name of a depositary
or in the name of its nominee or by a certificate or certificates  registered in
the name of the  beneficial  owner(s) of such Notes or its or their  nominee(s).
The Notes are  issuable in  denominations  of $1,000 and  integral  multiples of
$1,000 in excess  thereof.  As provided in the  Indenture and subject to certain
limitations  therein set forth,  the Notes are exchangeable for a like aggregate
principal amount of Notes and of like tenor of any authorized  denomination,  as
requested by the Holder surrendering the same.

     As provided in the Indenture and subject to certain  limitations  set forth
in the Indenture or this Note,  the transfer of this Note is  registrable in the
Security  register,  upon surrender of this Note for registration of transfer or
exchange at the office or agency of the Security  registrar or any  successor or
co-registrar  in New York,  New York,  duly  endorsed  by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Trustee duly executed by, the Holder  hereof or his attorney duly  authorized in
writing,  and  thereupon  one or more new  Notes of like  tenor,  of  authorized
denominations and for the same aggregate  principal amount will be issued to the
designated transferee or transferees.

     In  addition,  the Company may maintain a drop agent,  in such  location or
locations  as the Company may select,  to provide the Holders  with an office at
which they may present the Notes for registration of transfer or exchange. Notes


                                       2
<PAGE>

accepted as set forth in the immediately  preceding  sentence shall be deemed to
be presented to the Security  registrar on the Business Day next  succeeding the
day that Notes are delivered to the drop agent.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of Notes,  but the Company may require  payment of a sum  sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Subject to the terms of the  Indenture,  prior to due  presentment  of this
Note for registration of transfer, the Company, the Trustee and any agent of the
Company  or the  Trustee  may  treat  the  Person  in whose  name  this  Note is
registered  as the owner  hereof for all  purposes,  whether or not this Note is
overdue,  and  none of the  Company,  the  Trustee  or any such  agent  shall be
affected by notice to the contrary.

     The Indenture contains  provisions for defeasance at any time of the entire
indebtedness  of this Note or of  certain  restrictive  covenants  and Events of
Default with  respect to this Note,  in each case upon  compliance  with certain
conditions set forth in the Indenture.

     In the case of any  conflict  between the  provisions  of this Note and the
Indenture, the provisions of the Indenture shall control.

     THE  INDENTURE  AND  THE  NOTES  SHALL  BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW  YORK,  WITHOUT  REGARD  TO ANY
PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.

     All  capitalized  terms used but not defined in this Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.

     As provided in the  Indenture,  no recourse  under or upon any  obligation,
covenant or agreement contained in the Indenture, or in this Note, or because of
any indebtedness  evidenced hereby,  shall be had against any  incorporator,  as
such, or against any past, present or future stockholder,  officer,  director or
employee,  as such,  of the  Company or of any  successor,  either  directly  or
through  the  Company  or any  successor,  under  any  rule of law,  statute  or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable  proceeding or otherwise,  all such liability  being, by acceptance
hereof and as part of the consideration  for the issue hereof,  expressly waived
and released.



                                       3
<PAGE>


                               FORM OF ASSIGNMENT

ABBREVIATIONS

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as TEN COM (=tenants in common),  TEN ENT (=tenants by the entireties),  JT
TEN (=joint tenants with rights of  survivorship  and not as tenants in common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     Additional abbreviations may also be used though not in the above list.
                       ---------------------------------



               FOR VALUE RECEIVED, the undersigned hereby sell(s),
                         assign(s) and transfer(s) unto




                        Please insert Social Security or
                      other identifying number of assignee

PLEASE  PRINT OR  TYPEWRITE  NAME AND  ADDRESS,  INCLUDING  POSTAL ZIP CODE,  OF
ASSIGNEE

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

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

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

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

the within Note and all rights thereunder,  hereby irrevocably  constituting and
appointing __________________________________, attorney to transfer said Note on
the books of the Company, with full power of substitution in the premises.

                             Dated:
                                   -------------------------------------

                              Notice:  The  signature(s) to this assignment must
                              correspond with the name(s) as written on the face
                              of the  within  instrument  in  every  particular,
                              without  alteration or enlargement,  or any change
                              whatsoever.



<PAGE>


           SCHEDULE OF INCREASES OR DECREASES IN THE PRINCIPAL AMOUNT
                                  OF THIS NOTE

     The  original  principal  amount of this Note is Two Hundred  Million  U.S.
Dollars  ($200,000,000).  The following  increases or decreases in the principal
amount of this Note have been made:

<TABLE>
<CAPTION>
<S>                        <C>                    <C>                    <C>                     <C>
                                Amount of              Amount of           Principal amount         Signature of
                               decrease in            increase in               of this              authorized
        Date of             principal amount        principal amount        Note following          signatory of
      increase or                of this                of this              such decrease           Trustee or
        decrease                  Note                    Note               (or increase)           Depository
-------------------------------------------------------------------------------------------------------------------
</TABLE>




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