EXHIBIT 10(b)



                               September __, 2004


PERSONAL AND CONFIDENTIAL

[Name]
[Street Address]
[City, State, Zip]

Dear [Grantee]:

It is our  pleasure to  announce  that SYSCO has adopted a new bonus plan called
the SYSCO  Corporation  2004  Long-Term  Incentive  Cash Plan (the  "Plan").  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 Plan. The value assigned to
each of your performance units is $35.00.

Subject  to the  terms  and  conditions  of the Plan,  these  performance  units
represent your right to receive a cash bonus of up to 150% of the total value of
your units if and to the extent  that SYSCO  attains  certain  increases  in net
after-tax  earnings  per share  during the  "performance  period"  (July 4, 2004
through June 30, 2007),  set by the  Compensation  and Stock Option Committee of
SYSCO's Board of Directors.

You should be aware that in  November  2004,  SYSCO will be seeking  shareholder
approval  of the Plan with  respect to  compensation  payable to the CEO and the
four highest compensated officers of SYSCO ("Covered Employees").  This is being
done so that SYSCO may be permitted to claim a federal  income tax deduction for
compensation  payable  under the Plan to the Covered  Employees in excess of the
limitation  prescribed by Section 162(m) of the Internal  Revenue Code ("Code").
In order to comply with the  applicable  requirements  of Section  162(m) of the
Code, SYSCO must subject to shareholder  approval any compensation payable under
the Plan to the Covered Employees, including any bonuses that may be earned with
respect to the  performance  units granted for the July 4, 2004 through June 30,
2007 performance period. This means that if SYSCO's  shareholders do not approve
the Plan as it relates to the Covered  Employees,  SYSCO may not pay any bonuses
earned under the Plan to the Covered Employees.

It is possible that you may be a Covered Employee for purposes of Section 162(m)
of the Code for the  taxable  year in  which  the  bonuses  would  otherwise  be
deductible.  Accordingly, we are requesting that you sign the enclosed agreement
to acknowledge  that, in the event that SYSCO's  shareholders do not approve the
Plan as it relates to the Covered  Employees and you are a Covered  Employee for
the relevant  taxable  year,  you agree to waive your right to receive any bonus
that may be earned with respect to the  performance  units  granted  pursuant to
this letter.  AS DESCRIBED  IN THE  AGREEMENT,  THE  PERFORMANCE  UNITS  GRANTED
PURSUANT TO THIS  LETTER  SHALL BE  FORFEITED  ON OCTOBER 1, 2004 IF WE HAVE NOT
RECEIVED THE AGREEMENT  SIGNED BY YOU (AND YOUR SPOUSE,  IF MARRIED) BEFORE SUCH
DATE.

Also  enclosed for your review are copies of the Plan  document,  a  beneficiary
designation form,  instructions for completing the beneficiary  designation form
and other  explanatory  materials.  All of the enclosed  documents are important
legal  documents  that  should be reviewed  carefully  and kept in a safe place.
Please  complete  the  enclosed  forms as soon as  possible,  and return them to
Connie Brooks.








Letter to [Grantee]
September __, 2004



Thank you for your hard work and service.  Your  efforts,  which are an integral
part of SYSCO's growth and progress, are deeply appreciated.  If you should have
any questions about your performance unit grant or the Plan, please contact Mike
Nichols.

Sincerely,




Richard J. Schnieders                         Thomas E. Lankford
Chairman and CEO                              President and COO

Enclosures
cc:  [________________]