Item 1.01 Entry into Material Definitive Agreement.
On March 12, 2009, with respect to the offering and sale of $250,000,000 aggregate principal amount of its 5.375% Senior Notes due 2019 (the "2019 Notes") and $250,000,000 aggregate principal amount of its 6.625% Senior Notes due 2039 (the "2039 Notes") (the 2019 Notes and the 2039 Notes collectively, the "Notes"), Sysco Corporation ("Sysco") entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman, Sachs & Co. and Banc of America Securities LLC, as representatives of the several underwriters (the "Underwriters").
The Notes are being offered and sold under a Registration Statement on Form S-3ASR (Registration No. 333-157413) (the "Registration Statement") and are described in a Prospectus Supplement dated March 12, 2009. Interest on the Notes will be paid semi-annually on March 17 and September 17, beginning September 17, 2009. The terms of the 2019 Notes are more fully described in the Eleventh Supplemental Indenture, and the terms of the 2039 Notes are more fully described in the Twelfth Supplemental Indenture, anticipated to be dated March 17, 2008 (the "Supplemental Indentures") between Sysco, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"). The Supplemental Indentures will be entered into in accordance with the provisions of the Indenture dated as of June 15, 1995 between Sysco and the Trustee.
The Underwriting Agreement, the Supplemental Indentures, and the form of the Notes are filed as Exhibits to this Current Report on Form 8-K, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement dated March 12, 2009 between Sysco and Goldman, Sachs & Co. and Banc of America Securities LLC, as representatives of the several underwriters 4.1 Form of Eleventh Supplemental Indenture to be dated on or around March 17, 2009 between Sysco and the Trustee relating to the 2019 Notes 4.2 Form of 5.375% Senior Note due March 17, 2019 (included as Annex A to Exhibit 4.1 above) 4.3 Form of Twelfth Supplemental Indenture to be dated on or around March 17, 2009 between Sysco and the Trustee relating to the 2039 Notes 4.4 Form of 6.625% Senior Note due March 17, 2039 (included as Annex A to Exhibit 4.3 above) 5.1 Opinion of Arnall Golden Gregory LLP 23.1 Consent of Arnall Golden Gregory LLP (included in Exhibit 5.1 above)

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