EXHIBIT 10(b)


                                SYSCO CORPORATION
                        NON-EMPLOYEE DIRECTORS STOCK PLAN

                           200__ STOCK OPTION AGREEMENT


     Under  the terms  and  conditions  of the  Sysco  Corporation  Amended  and
Restated  Non-Employee  Directors Stock Plan,  (the "Plan"),  a copy of which is
incorporated herein by reference,  Sysco Corporation (the "Corporation")  grants
to [FirstName]  [LastName] (the "Optionee") the option to purchase ______ shares
of the  Corporation's  Common Stock,  $1.00 par value, at the price of $________
per share, subject to adjustment as provided in the Plan (the "Option").

     This Option  shall be for a term of seven years  commencing  on the date of
grant set forth below and ending on __________________,  and shall be subject to
the Terms and Conditions of Stock Option attached hereto and incorporated herein
by reference.

     Under the terms of the Plan,  this Option is not an incentive stock option,
therefore,  it will not be governed by Section 422 of the Internal  Revenue Code
of 1986, as amended.

     This  Option is  subject to all the terms and  conditions  set forth in the
Plan and  Terms  and  Conditions  of Stock  Option,  and is  accompanied  by the
Corporation's Prospectus dated November 9, 2001.

     Granted as of _________________.


                                          SYSCO CORPORATION


                                           ________________________________
                                           Name:  _________________________
                                           Title: _________________________










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               TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTION
                             NON-EMPLOYEE DIRECTORS
                            __________________, 20___

     1. In addition to the conditions set out in the Sysco  Corporation  Amended
and Restated  Non-Employee  Directors  Stock Plan (the "Plan"),  the exercise of
your option is contingent  upon  satisfying  the provisions of this stock option
grant.

     2. One-fifth of the total number of shares covered by your option will vest
each year for five years,  as  follows.  This option will expire at the close of
business on __________________.

     o   20% on _________________
     o   20% on _________________
     o   20% on _________________
     o   20% on _________________
     o   20% on _________________

     3. The vested  portion of your option may be exercised at any time after it
vests,  provided that at the time of exercise all of the conditions set forth in
the Plan and in this  document  have been met.  No portion of your option may be
exercised prior to _________________.

     4. Please note that your option is nontransferable  and may be exercised in
part or in whole only if the  conditions  set forth in the Plan and herein  have
been fulfilled.  Your stock option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:

     (a)  Unless otherwise  determined by the Board,  your option will terminate
          on the earlier of (i) the date of the expiration of the option or (ii)
          termination  of your  service  as a  non-employee  director.  However,
          unless  otherwise  determined by the Board,  if (i) you serve out your
          term but do not stand for  re-election  at the end thereof or (ii) you
          retire from service on the Board (for reasons  other than death) prior
          to the expiration of your term and on or after the date you attain age
          71,  your  option  will  remain  in  effect,  continue  to vest and be
          exercisable  in  accordance  with its terms as if you had  remained  a
          director of the Corporation.

     (b)  In the event of your death while you are a non-employee  director, all
          unvested  options  will  vest  immediately  and  your  options  may be
          exercised by your estate, or by the person to whom such right devolves
          from you by reason of your  death,  at any time  within one year after
          the date of your  death;  provided,  however,  that no  option  may be
          exercised after the expiration of seven years from the date of grant.

     5. At the time or times when you wish to exercise your option,  in whole or
in part,  please  refer to the  provisions  of the Plan dealing with methods and
formalities of exercising your option. If there is any variance or contradiction
between  the  provisions  of the Plan and these  Terms and  Conditions  of Stock
Option,  the  provisions  of the Plan will  prevail.  In order to exercise  your
options through attestation, you must use shares that you have held for at least
six months  prior to exercise  and that have not been used to exercise any other
option during such six-month period.





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