UNDER SECTION 368(a) OF

                 THE INTERNAL REVENUE CODE OF 1986, AS AMENDED



     THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION UNDER SECTION 368(a) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (the "Agreement"), dated January

22, 2001, by and among GUEST SUPPLY, INC., a New Jersey corporation (the

"Company"; the Company together with all of its Subsidiaries set forth on

Schedule 4.1(b)(i) are hereinafter collectively referred to as "Guest Supply"),

SYSCO CORPORATION, a Delaware corporation ("Sysco"); and SYSCO FOOD SERVICES OF

NEW JERSEY, INC., a Delaware corporation and a wholly-owned subsidiary of Sysco

("Merger Sub") (Sysco and Merger Sub are hereinafter collectively referred to as

the "Sysco Companies").



                                    RECITALS



     A. Guest Supply is in the following business ("Business"):



          (i) manufacturing, packaging and distributing to the lodging industry,

     nursing homes, cruise ships and others personal care guest amenities (which

     include, among other items, shampoo, hair conditioners, soap, bath gel, and

     mouthwash), housekeeping supplies, furnishings, room accessories and

     textiles; and



          (ii) manufacturing and packaging personal care products for consumer

     products and retail companies.



     B. The respective Boards of Directors of Sysco, Merger Sub and the Company

have each approved the acquisition of the Company by Sysco upon the terms and

the conditions set forth in this Agreement.



     C. In furtherance of such acquisition, it is proposed that Merger Sub shall

make an exchange offer (the "Offer") to exchange shares of common stock, $1.00

par value ("Sysco Common Stock"), of Sysco for all of the issued and outstanding

shares of common stock, no par value ("Common Stock"), of the Company, including

the associated Company Rights (as defined in Section 4.5) (each share of the

Common Stock together with its associated Company Right, is hereinafter referred

to as a "Share" and collectively, as the "Shares") upon the terms and subject to

the conditions set forth in this Agreement.



     D. Also in furtherance of such acquisition, the respective Boards of

Directors of Sysco, Merger Sub and the Company have each approved the merger of

Merger Sub with the Company ("Merger") upon the terms and subject to the

conditions set forth in this Agreement.



     E. The respective Boards of Directors of Sysco, Merger Sub and the Company

have each determined that the Offer and the Merger and the other transactions

contemplated hereby are consistent with, and in furtherance of, their respective

business strategies and goals and are in the best interests of their respective

stockholders.



     F. For federal income tax purposes, it is intended that the Offer and

Merger qualify as a reorganization under the provisions of Section 368(a) of the

Internal Revenue Code of 1986, as amended ("Code"), and that this Agreement

constitutes a plan of reorganization.



     G. Sysco, Merger Sub and the Company desire to make certain

representations, warranties, covenants, each to the other, and agreements in

connection with the Offer and the Merger and also to prescribe various

conditions to the Offer and the Merger and the other transactions contemplated

by this Agreement.



     H. The agreements, certificates and other documents listed on Schedule I

hereto have been executed and delivered prior to, or simultaneously with, this

Agreement.



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     NOW, THEREFORE, in consideration of the representations, warranties,

covenants and agreements contained in this Agreement, the parties hereto agree

as follows:



                                   ARTICLE 1



                              THE OFFER AND MERGER



     1.1  The Offer; Merger Election.  (a) Provided that this Agreement shall

not have been terminated in accordance with Section 7.1 and none of the events

set forth in Annex A hereto shall be existing (other than paragraphs (g), (i)

and (k) therein), Merger Sub shall, as promptly as practicable after the date

hereof, but in no event later than ten (10) business days after the date hereof,

commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of

1934, as amended (the "Exchange Act")) the Offer. Each Share accepted by Merger

Sub in accordance with the Offer shall be exchanged for the right to receive

from Merger Sub the consideration determined in accordance with Section 1.2(A)

below (collectively, the "Offer Consideration)." The Offer shall be subject to

the condition that there be validly tendered and not withdrawn prior to the

expiration of the Offer such number of Shares which, when added to the Shares,

if any, beneficially owned by Sysco or Merger Sub, would constitute a majority

of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and

to the other conditions set forth in Annex A hereto (any of which may be waived

in whole or in part by Merger Sub in its sole discretion except as otherwise

provided herein). Sysco and Merger Sub shall comply with the obligations

respecting prompt payment and announcement under the Exchange Act, and, without

limiting the generality of the foregoing, subject to the terms and conditions of

this Agreement, including but not limited to the conditions of the Offer, Merger

Sub shall, and Sysco shall cause Merger Sub to, accept for payment and pay for

Shares tendered pursuant to the Offer as soon as practicable after expiration

thereof. The obligations of Merger Sub to consummate the Offer and to accept for

payment and to pay for any Shares validly tendered on or prior to the expiration

of the Offer and not withdrawn shall be subject only to the conditions set forth

in Annex A hereto. Each of Sysco and Merger Sub expressly reserves the right to

waive the conditions of the Offer and to amend any of the terms and conditions

of the Offer; provided, that Merger Sub shall not without the prior written

consent of the Company (such consent to be authorized by the Board of Directors

of the Company (the "Company Board") or a duly authorized committee thereof) (i)

decrease the Offer Consideration, (ii) decrease the number of Shares sought,

(iii) change the form of consideration to be paid pursuant to the Offer as set

forth in Section 1.2 below, (iv) impose conditions to the Offer in addition to

those set forth in Annex A hereto, (v) amend any other term or condition of the

Offer in any manner adverse to the holders of the Shares, (vi) extend the

expiration date of the Offer, or (vii) waive the Minimum Condition or the

conditions set forth in subsection (f) or (h) of Annex A. Notwithstanding the

foregoing, Merger Sub may, without the consent of the Company, (A) extend the

Offer, if at the initial scheduled or any extended expiration date of the Offer

any of the conditions of the Offer shall not be satisfied or waived, until such

time as such conditions are satisfied or waived, (B) extend the Offer for any

period required by any rule, regulation, interpretation or position of the

United States Securities and Exchange Commission (the "SEC") or the staff

thereof applicable to the Offer, (C) extend the Offer for up to twenty (20)

business days if there have not been validly tendered and not withdrawn prior to

the expiration of the Offer such number of Shares that, together with Shares, if

any, beneficially owned by Sysco or Merger Sub, would constitute at least 90% of

the fully diluted Shares as of the date of determination, provided that all

other conditions to the Offer are satisfied or waived and (D) extend the Offer

for any reason for up to five (5) business days; provided, that no more than

three extensions in the aggregate shall be permitted under clauses (C) and (D)

of this sentence; provided, however, that notwithstanding the foregoing, unless

this Agreement has been terminated pursuant to Section 7.1 and, subject to

Section 1.1(c), Merger Sub shall extend the Offer from time to time in the event

that, at a then-scheduled expiration date, all of the conditions to the Offer

have not been satisfied or waived as permitted pursuant to this Agreement, each

such extension not to exceed the lesser of ten (10) additional business days or

such fewer number of days that Merger Sub reasonably believes is necessary to

permit the conditions to the Offer to be satisfied. In addition, the Offer

Consideration may be increased and the Offer may be extended to the extent

required by law, in each case without the consent of the Company.

Notwithstanding the foregoing or any other provision herein to the contrary, in

the event that the Minimum Condition has been satisfied and



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all other conditions set forth in Annex A have been satisfied or waived, then

Merger Sub shall, and Sysco shall cause Merger Sub to, accept for payment and

pay for all Shares tendered pursuant to the Offer and not withdrawn as soon as

practicable after the date that all such conditions have been satisfied or

waived, and nothing herein shall prohibit Merger Sub from making a subsequent

offer for Shares not so purchased upon the consummation of the Offer subject to

and in compliance with Rule 14d-11 of the Exchange Act (a "Subsequent Offer").



     (b) As soon as practicable after the date of this Agreement, Sysco shall

prepare and file with the SEC a registration statement on Form S-4 under the

Securities Act of 1933, as amended (the "Securities Act"), to register the offer

and sale of Sysco Common Stock pursuant to the Offer and any Subsequent Offer

(the "Form S-4"). The Form S-4 will include a preliminary prospectus containing

the information required under Rule 14d-4(b) promulgated under the Exchange Act

(the "Preliminary Prospectus"). As soon as practicable on the date of

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