10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6544

Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware	74-1648137
(State or other jurisdiction of	(IRS employer
incorporation or organization)	identification number)
1390 Enclave Parkway	77077-2099
Houston, Texas	(Zip Code)
(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code:
(281) 584-1390

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ       No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ       No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer þ  Accelerated Filer o  Non-Accelerated Filer   o
(Do not check if a smaller reporting company) Smaller Reporting Company o 

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o       No þ

     591,839,181 shares of common stock were outstanding as of October 24, 2009.

TABLE OF CONTENTS

	Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		29
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		30
Item 4. Submission of Matters to a Vote of Security Holders		30
Item 5. Other Information		31
Item 6. Exhibits		31
Signatures		33
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-15.1
EX-15.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except for Share Data)

	September 26, 2009			June 27, 2009			September 27, 2008
	(unaudited)						(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	851,036		$	1,087,084		$	345,625
Short-term investments		27,438			—			—
Accounts and notes receivable, less allowances of $51,089, $36,078 and $46,493		2,575,293			2,468,511			2,873,502
Inventories		1,747,773			1,650,666			1,933,703
Deferred taxes		91,262			—			101,811
Prepaid expenses and other current assets		69,013			64,418			69,065
Total current assets		5,361,815			5,270,679			5,323,706
Plant and equipment at cost, less depreciation		3,014,341			2,979,200			2,876,081
Other assets
Goodwill		1,529,066			1,510,795			1,421,460
Intangibles, less amortization		116,731			121,089			83,709
Restricted cash		121,755			93,858			93,077
Prepaid pension cost		48,750			26,746			256,017
Other assets		237,247			214,252			231,005
Total other assets		2,053,549			1,966,740			2,085,268
Total assets	$	10,429,705		$	10,216,619		$	10,285,055
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,960,354		$	1,856,887		$	2,051,112
Accrued expenses		767,742			797,756			757,455
Accrued income taxes		345,420			323,983			584,608
Deferred taxes		—			162,365			—
Current maturities of long-term debt		8,743			9,163			5,269
Total current liabilities		3,082,259			3,150,154			3,398,444
Other liabilities
Long-term debt		2,468,783			2,467,486			1,974,053
Deferred taxes		616,142			526,377			717,587
Other long-term liabilities		548,163			622,900			689,745
Total other liabilities		3,633,088			3,616,763			3,381,385
Commitments and contingencies
Shareholders’ equity
Preferred stock, par value $1 per share
Authorized 1,500,000 shares, issued none		—			—			—
Common stock, par value $1 per share
Authorized 2,000,000,000 shares, issued 765,174,900 shares		765,175			765,175			765,175
Paid-in capital		764,902			760,352			727,558
Retained earnings		6,724,058			6,539,890			6,185,935
Accumulated other comprehensive loss		(233,932	)		(277,986	)		(98,308	)
Treasury stock at cost, 173,860,981, 175,148,403 and 164,083,709 shares		(4,305,845	)		(4,337,729	)		(4,075,134	)
Total shareholders’ equity		3,714,358			3,449,702			3,505,226
Total liabilities and shareholders’ equity	$	10,429,705		$	10,216,619		$	10,285,055

Note: The June 27, 2009 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements

1

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In Thousands, Except for Share and Per Share Data)

	13-Week Period Ended
	September 26, 2009			September 27, 2008
Sales	$	9,081,426		$	9,877,429
Cost of sales		7,334,067			7,990,873
Gross margin		1,747,359			1,886,556
Operating expenses		1,250,031			1,381,804
Operating income		497,328			504,752
Interest expense		33,800			26,410
Other income, net		(2,012	)		(2,813	)
Earnings before income taxes		465,540			481,155
Income taxes		139,335			204,341
Net earnings	$	326,205		$	276,814
Net earnings:
Basic earnings per share	$	0.55		$	0.46
Diluted earnings per share	$	0.55			0.46
Average shares outstanding		591,568,212			602,257,425
Diluted shares outstanding		591,983,474			605,707,175
Dividends declared per common share	$	0.24		$	0.22

See Notes to Consolidated Financial Statements

2

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In Thousands)

	13-Week Period Ended
	September 26, 2009		September 27, 2008
Net earnings	$	326,205	$	276,814
Other comprehensive income:
Foreign currency translation adjustment		37,082		(14,127	)
Items presented net of tax:
Amortization of cash flow hedge		107		107
Amortization of unrecognized prior service cost		676		231
Amortization of unrecognized actuarial losses (gains), net		6,166		2,706
Amortization of unrecognized transition obligation		23		23
Pension liability assumption		—		(18,480	)
Total other comprehensive income (loss)		44,054		(29,540	)
Comprehensive income	$	370,259	$	247,274

See Notes to Consolidated Financial Statements

3

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In Thousands)

	13-Week Period Ended
	September 26, 2009			September 27, 2008
Cash flows from operating activities:
Net earnings	$	326,205		$	276,814
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense		12,748			10,833
Depreciation and amortization		93,906			94,351
Deferred tax (benefit) provision		(207,546	)		182,824
Provision for losses on receivables		8,152			11,774
(Gain) on sale of assets		(157	)		(20	)
Additional investment in certain assets and liabilities, net of effect of businesses acquired:
(Increase) in receivables		(100,167	)		(165,659	)
(Increase) in inventories		(86,167	)		(100,650	)
(Increase) in prepaid expenses and other current assets		(4,242	)		(5,171	)
Increase in accounts payable		89,669			6,269
(Decrease) in accrued expenses		(33,896	)		(149,281	)
Increase (decrease) in accrued income taxes		56,113			(34,982	)
(Increase) in other assets		(22,083	)		(26,225	)
(Decrease) in other long-term liabilities and prepaid pension cost, net		(85,596	)		(34,507	)
Excess tax benefits from share-based compensation arrangements		(465	)		(3,000	)
Net cash provided by operating activities		46,474			63,370
Cash flows from investing activities:
Additions to plant and equipment		(109,405	)		(80,046	)
Proceeds from sales of plant and equipment		1,346			1,023
Acquisition of businesses, net of cash acquired		(8,334	)		(13,534	)
Purchases of short-term investments		(27,217	)		—
(Increase) in restricted cash		(27,897	)		(490	)
Net cash used for investing activities		(171,507	)		(93,047	)
Cash flows from financing activities:
Other debt borrowings		2,417			1,153
Other debt repayments		(2,593	)		(1,581	)
Common stock reissued from treasury for share-based compensation awards		21,907			73,535
Treasury stock purchases		—			(118,389	)
Dividends paid		(141,729	)		(132,383	)
Excess tax benefits from share-based compensation arrangements		465			3,000
Net cash used for financing activities		(119,533	)		(174,665	)
Effect of exchange rates on cash		8,518			(1,585	)
Net (decrease) in cash and cash equivalents		(236,048	)		(205,927	)
Cash and cash equivalents at beginning of period		1,087,084			551,552
Cash and cash equivalents at end of period	$	851,036		$	345,625
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	59,509		$	44,446
Income taxes		334,833			42,425

See Notes to Consolidated Financial Statements

4

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or “the company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

1. BASIS OF PRESENTATION

     The consolidated financial statements have been prepared by the company, without audit, with the exception of the June 27, 2009 consolidated balance sheet which was taken from the audited financial statements included in the company’s Fiscal 2009 Annual Report on Form 10-K. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations, comprehensive income and cash flows for all periods presented have been made.

     These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the company’s Fiscal 2009 Annual Report on Form 10-K.

        A review of the financial information herein has been made by Ernst & Young LLP, independent auditors, in accordance with established professional standards and procedures for such a review. A report from Ernst & Young LLP concerning their review is included as Exhibit 15.1 to this Form 10-Q.

2. CHANGES IN ACCOUNTING

Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities

     In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. EITF 03-06-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, which was subsequently codified within Accounting Standards Codification (ASC) 260, “Earnings Per Share.” This standard addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. This standard is effective for Sysco beginning in fiscal 2010 and interim periods within that year. All prior-period earnings per share data presented in filings subsequent to adoption must be adjusted retrospectively to conform with the provisions of this standard. Early application of this standard was not permitted. The adoption of this standard did not have a material impact on the company’s consolidated financial statements.

Interim Disclosures about Fair Value of Financial Instruments

     In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”, which was subsequently codified within ASC 825, “Financial Instruments.” This standard amended previous guidance to require disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies. Prior disclosure requirements only applied to annual financial statements. This standard is effective for interim reporting periods ending after June 15, 2009, which is the first quarter of fiscal 2010 for Sysco. The company has included the required disclosures for this standard in Note 4, “Fair Value Measurements”.

3. NEW ACCOUNTING STANDARDS

Measuring Liabilities at Fair Value

     In August 2009, the FASB issued Accounting Standards Update 2009-05, “Measuring Liabilities at Fair Value”. This update provides additional guidance, including illustrative examples, clarifying the measurement of liabilities at fair value. This update is effective for the first reporting period beginning after its issuance. The company will adopt the provisions of this update in the second quarter of fiscal 2010 and is currently evaluating the impact the adoption of these provisions will have on its consolidated financial statements.

5

4. FAIR VALUE MEASUREMENTS

     Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

• Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets;

• Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and

• Level 3 – Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.

     Sysco’s policy is to invest in only high-quality investments. Cash equivalents primarily include time deposits, certificates of deposit, commercial paper and all highly liquid instruments with original maturities of three months or less. Short-term investments consist of commercial paper with original maturities of greater than three months but less than one year. These investments are considered available-for-sale and are recorded at fair value. As of September 26, 2009, the difference between the fair value of the short term investments and the original cost was not material. Restricted cash consists of investments in high-quality money market funds.

     The following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

• Time deposits, certificates of deposit and commercial paper included in cash equivalents are valued at amortized cost, which approximates fair value.

• Commercial paper included in short-term investments is valued using broker quotes that utilize observable market inputs.

• Money market funds are valued at the closing price reported on the exchange market.

• The interest rate swap agreement is valued using a swap valuation model that utilizes observable market inputs.

     The following tables present the company’s assets and liabilities measured at fair value on a recurring basis as of September 26, 2009, June 27, 2009 and September 27, 2008:

	Assets and Liabilities Measured at Fair Value as of September 26, 2009
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents
Cash equivalents	$	511,913,000	$	124,057,000	$	—	$	635,970,000
Short-term investments		—		27,438,000		—		27,438,000
Restricted cash		121,755,000		—		—		121,755,000
Total assets at fair value	$	633,668,000	$	151,495,000	$	—	$	785,163,000
Liabilities:
Other long-term liabilities
Interest rate swap agreement	$	—	$	446,000	$	—	$	446,000

6

	Assets Measured at Fair Value as of June 27, 2009
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents
Cash equivalents	$	721,710,000	$	117,844,000	$	—	$	839,554,000
Restricted cash		93,858,000		—		—		93,858,000
Total assets at fair value	$	815,568,000	$	117,844,000	$	—	$	933,412,000
	Assets Measured at Fair Value as of September 27, 2008
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents
Cash equivalents	$	—	$	144,108,000	$	—	$	144,108,000
Restricted cash		93,077,000		—		—		93,077,000
Total assets at fair value	$	93,077,000	$	144,108,000	$	—	$	237,185,000

     The fair value of Sysco’s total long-term debt is estimated based on the quoted market prices for the same or similar issue or on the current rates offered to the company for debt of the same remaining maturities. The fair value of total long-term debt approximated $2,654,547,000 and $2,548,861,000 as of September 26, 2009 and June 27, 2009, respectively. The carrying value of total long-term debt was $2,477,526,000 and $2,476,649,000 as of September 26, 2009 and June 27, 2009, respectively.

5. DERIVATIVE FINANCIAL INSTRUMENTS

     Sysco manages its debt portfolio by targeting an overall desired position of fixed and floating rates and may employ interest rate swaps from time to time to achieve this goal. The company does not use derivative financial instruments for trading or speculative purposes.

     During the first quarter of fiscal 2010, the company entered into an interest rate swap agreement that effectively converted $200,000,000 of fixed rate debt maturing in fiscal 2014 to floating rate debt with the goal of reducing overall borrowing cost. This transaction was designated as a fair value hedge since the swap hedges against the change in fair value of fixed rate debt resulting from changes in interest rates.

     The location and the fair value of derivative instruments in the consolidated balance sheet as of September 26, 2009 are as follows:

	Asset Derivatives				Liability Derivatives
	Balance Sheet		Fair		Balance Sheet	Fair
	Location		Value		Location	Value
Interest rate swap agreement		N/A		N/A	Other long-term liabilities	$	446,000

7

     The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 13-week period ended September 26, 2009 presented on a pre-tax basis are as follows:

	Location of (Gain)	Amount of (Gain) or
	or Loss Recognized	Loss Recognized in
	in Income	Income
Fair Value Hedge Relationships:
Interest rate swap agreement	Interest expense	$	225,000
Hedged item — debt	Interest expense		(92,000	)

     Hedge ineffectiveness represents the difference between the change in the fair value of the derivative instrument and the change in fair value of the fixed-rate debt attributable to changes in the benchmark interest rate. Hedge ineffectiveness is recorded directly in earnings within Interest expense and was immaterial for the 13-week period ended September 26, 2009. The interest rate swap does not contain a credit-risk-related contingent feature.

6. DEBT

     As of September 26, 2009, Sysco had uncommitted bank lines of credit which provided for unsecured borrowings for working capital of up to $88,000,000, of which none was outstanding.

     The company’s Irish Subsidiary, Pallas Foods Limited, has a €20,000,000 (Euro) committed facility for unsecured borrowings for working capital, which expires March 31, 2010. There were no borrowings outstanding under this facility as of September 26, 2009.

     As of September 26, 2009, there were no commercial paper issuances outstanding. During the 13-week period ended September 26, 2009, there were no commercial paper issuances or short-term bank borrowings.

7. EMPLOYEE BENEFIT PLANS

     The components of net company-sponsored benefit cost for the 13-week periods presented are as follows:

	Pension Benefits						Other Postretirement Plans
	September 26, 2009			September 27, 2008			September 26, 2009			September 27, 2008
Service cost	$	16,663,000		$	20,131,000		$	82,000		$	122,000
Interest cost		29,899,000			28,051,000			140,000			156,000
Expected return on plan assets		(26,215,000	)		(31,855,000	)		—			—
Amortization of prior service cost		1,051,000			343,000			47,000			32,000
Recognized net actuarial loss (gain)		10,132,000			4,432,000			(123,000	)		(39,000	)
Amortization of transition obligation		—			—			38,000			38,000
Net periodic benefit cost	$	31,530,000		$	21,102,000		$	184,000		$	309,000

     Sysco’s contributions to its company-sponsored defined benefit plans were $38,808,000 and $83,881,000 during the 13-week periods ended September 26, 2009 and September 27, 2008, respectively.

     Sysco’s minimum required contribution to its company-sponsored qualified pension plan (Retirement Plan) for the calendar 2009 plan year is estimated at $95,000,000 to meet ERISA minimum funding requirements. The company will be required to pay quarterly contributions for the calendar 2010 plan year, the first installment of which must be made in fiscal 2010. The company anticipates it will make $140,000,000 of contributions to the Retirement Plan in fiscal 2010. The company’s contributions to the Supplemental Executive Retirement Plan (SERP) and other post-retirement plans are made in the amounts needed to fund current year benefit payments. The estimated fiscal 2010 contributions to fund benefit payments for the SERP and other post-retirement plans are $19,445,000 and $372,000, respectively.

8

8. EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted earnings per share:

	13-Week Period Ended
	September 26, 2009		September 27, 2008
Numerator:
Net earnings	$	326,205,000	$	276,814,000
Denominator:
Weighted-average basic shares outstanding		591,568,212		602,257,425
Dilutive effect of employee and director stock options		415,262		3,449,750
Weighted-average diluted shares outstanding		591,983,474		605,707,175
Basic earnings per share:	$	0.55	$	0.46
Diluted earnings per share:	$	0.55	$	0.46

     The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 66,000,000 and 35,000,000 for the first quarter of fiscal 2010 and 2009, respectively.

9. SHARE-BASED COMPENSATION

     Sysco provides compensation benefits to employees and non-employee directors under several share-based payment arrangements including various employee stock incentive plans, the Employees’ Stock Purchase Plan, and various non-employee director plans. Sysco also previously provided share-based compensation under its Management Incentive Plans.

Stock Incentive Plans

     There were no share-based award grants to employees or non-employee directors during the first quarter of fiscal 2010.

Employees’ Stock Purchase Plan

     Plan participants purchased 540,517 shares of Sysco common stock under the Sysco Employees’ Stock Purchase Plan during the first quarter of fiscal 2010.

     The weighted average fair value per share of employee stock purchase rights issued pursuant to the Employees’ Stock Purchase Plan was $3.37 during the first quarter of fiscal 2010. The fair value of the stock purchase rights was calculated as the difference between the stock price and the employee purchase price.

All Share-Based Payment Arrangements

     The total share-based compensation cost that has been recognized in results of operations was $12,748,000 for the first quarter of fiscal 2010.

     As of September 26, 2009, there was $53,986,000 of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.92 years.

9

10. INCOME TAXES

Internal Revenue Service Settlement

     Sysco’s affiliate, Baugh Supply Chain Cooperative (BSCC), is a cooperative taxed under subchapter T of the United States Internal Revenue Code the operation of which has resulted in a deferral of tax payments. The IRS, in connection with its audits of the company’s 2003 through 2006 federal income tax returns, proposed adjustments that would have accelerated amounts that the company had previously deferred and would have resulted in the payment of interest on those deferred amounts. Sysco reached a settlement with the Internal Revenue Service (IRS) on August 21, 2009 to cease paying U.S. federal taxes related to BSCC on a deferred basis, pay the amounts currently recorded within deferred taxes related to BSCC over a three year period and make a one-time payment of $41,000,000, of which approximately $39,000,000 is non-deductible. The settlement addresses the BSCC deferred tax issue as it relates to the IRS audit of the company’s 2003 through 2006 federal income tax returns, and settles the matter for all subsequent periods, including the 2007 and 2008 federal income tax returns already under audit. As a result of the settlement, the company will pay the amounts owed in the following schedule:

Amounts paid annually:
Fiscal 2010	$	528,000,000
Fiscal 2011		212,000,000
Fiscal 2012		212,000,000

     Of the amounts to be paid in fiscal 2010 included in the table above, $316,000,000 was paid in the first quarter of fiscal 2010 and the remaining payments will be paid in equal quarterly installments beginning in the second quarter of fiscal 2010. Amounts to be paid in fiscal 2011 and 2012 will be paid with Sysco’s quarterly tax payments. The company believes it has access to sufficient cash on hand, cash flow from operations and current access to capital to make payments on all of the amounts noted above. The company had previously accrued interest for a portion of the exposure pertaining to the IRS proposed adjustments and as a result of the settlement with the IRS, Sysco recorded an income tax benefit of approximately $29,000,000 in the first quarter of fiscal 2010.

Uncertain Tax Benefits

     As of September 26, 2009, the gross amount of unrecognized tax benefits was $92,287,000 and the gross amount of accrued interest liabilities was $37,121,000. Accrued interest decreased from the amount accrued as of June 27, 2009 of $146,998,000 due to the settlement with the IRS. It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months either because Sysco prevails on positions that were being challenged upon audit or because the company agrees to their disallowance. Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in various states and the allocation of income and expense between tax jurisdictions. At this time, an estimate of the range of the reasonably possible change cannot be made.

Effective Tax Rates

     The effective tax rate of 29.93% for the first quarter of fiscal 2010 was favorably impacted by three items. First, as discussed above, the company recorded an income tax benefit of approximately $29,000,000 resulting from the one-time reversal of previously accrued interest related to the settlement with the IRS. Second, the carrying values of the company’s corporate-owned life insurance policies are adjusted to their cash surrender values. The gain of $21,152,000 recorded to adjust the carrying value of corporate-owned life insurance to their cash surrender values in the first quarter of fiscal 2010 is non-taxable for income tax purposes and had the impact of decreasing the effective tax rate for the period. Third, the company recorded a tax benefit of approximately $5,000,000 for the reversal of valuation allowances previously recorded on state net operating loss carryforwards.

     The effective tax rate of 42.47% for the first quarter of fiscal 2009 was unfavorably impacted by two items. First, the company recorded a tax adjustment of approximately $11,000,000 to accrue for a previously unidentified tax contingency arising from a tax audit. Second, the loss of $22,908,000 recorded to adjust the carrying value of corporate-owned life insurance to their cash surrender values in the first quarter of fiscal 2009 was non-deductible for income tax purposes and had the impact of increasing the effective tax rate for the period.

10

Other

     The determination of the company’s provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, as well as foreign, jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

11. ACQUISITIONS

     During the first quarter of fiscal 2010, in the aggregate, the company paid cash of $8,334,000 for acquisitions made during fiscal 2010 and for contingent consideration related to operations acquired in previous fiscal years. The fiscal 2010 acquisitions were immaterial to the consolidated financial statements.

     Certain acquisitions involve contingent consideration typically payable over periods up to four years only in the event that certain operating results are attained or certain outstanding contingencies are resolved. As of September 26, 2009, aggregate contingent consideration amounts outstanding relating to acquisitions completed prior to fiscal 2010 included $73,361,000 in cash which, if earned, could result in the recording of additional goodwill.

12. COMMITMENTS AND CONTINGENCIES

     Sysco is engaged in various legal proceedings which have arisen but have not been fully adjudicated. These proceedings, in the opinion of management, will not have a material adverse effect upon the consolidated financial position or results of operations of the company when ultimately concluded.

Multi-Employer Pension Plans

     Sysco contributes to several multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. Sysco does not directly manage these multi-employer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by other employers contributing to the plan. Based upon the information available from plan administrators, management believes that several of these multi-employer plans are underfunded. In addition, pension related legislation requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a result, Sysco expects its contributions to these plans to increase in the future.

     Under current law regarding multi-employer defined benefit plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multi-employer defined benefit plan would require Sysco to make payments to the plan for Sysco’s proportionate share of the multi-employer plan’s unfunded vested liabilities. Based on the information available from plan administrators, Sysco estimates its share of withdrawal liability on most of the multi-employer plans in which it participates could have been as much as $107,000,000 as of September 26, 2009 based on a voluntary withdrawal. However, because the company is not provided the information by the plan administrators on a timely basis and the company expects that many multi-employer pension plans’ assets have declined due to calendar 2008 stock market performance, management believes its current share of the withdrawal liability could be greater. In addition, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund. As of September 26, 2009, Sysco had approximately $17,000,000 in liabilities recorded in total related to certain multi-employer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred, all of which are expected to be paid during fiscal 2010.

Fuel Commitments

     From time to time, Sysco may enter into forward purchase commitments for a portion of its projected diesel fuel requirements. As of September 26, 2009, outstanding forward diesel fuel purchase commitments totaled approximately $42,000,000 at a fixed price through June 2010.

11

13. BUSINESS SEGMENT INFORMATION

     The company has aggregated its operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in the accounting literature related to disclosures about segments of an enterprise. Broadline operating companies distribute a full line of food products and a wide variety of non-food products to their customers. SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations. “Other” financial information is attributable to the company’s other operating segments, including the company’s specialty produce, custom-cut meat and lodging industry segments and a company that distributes to international customers.

     The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Intersegment sales represent specialty produce and meat company products distributed by the Broadline and SYGMA operating companies. The segment results include certain centrally incurred costs for shared services that are charged to our segments. These centrally incurred costs are charged based upon the relative level of service used by each operating company consistent with how Sysco’s management views the performance of its operating segments. Management evaluates the performance of each of our operating segments based on its respective operating income results, which include the allocation of certain centrally incurred costs.

     Included in corporate expenses, among other items, are:

• Gains and losses recognized to adjust corporate-owned life insurance policies to their cash surrender values;

• Share-based compensation expense related to stock option grants, restricted stock grants, issuances of stock pursuant to the Employees’ Stock Purchase Plan and restricted stock grants to non-employee directors; and

• Corporate-level depreciation and amortization expense.

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     The following table sets forth certain financial information for Sysco’s business segments:

	13-Week Period Ended
	September 26, 2009			September 27, 2008
Sales (in thousands):
Broadline	$	7,308,706		$	7,872,567
SYGMA		1,150,861			1,228,235
Other		742,877			895,740
Intersegment sales		(121,018	)		(119,113	)
Total	$	9,081,426		$	9,877,429

	13-Week Period Ended
	September 26, 2009			September 27, 2008
Operating income (in thousands):
Broadline	$	509,024		$	523,410
SYGMA		5,838			4,621
Other		25,814			28,764
Total segments		540,676			556,795
Corporate expenses		(43,348	)		(52,043	)
Total operating income		497,328			504,752
Interest expense		33,800			26,410
Other income, net		(2,012	)		(2,813	)
Earnings before income taxes	$	465,540		$	481,155

	September 26, 2009		June 27, 2009		September 27, 2008
Assets (in thousands):
Broadline	$	6,043,482	$	5,706,431	$	6,235,158
SYGMA		347,854		366,539		402,809
Other		904,950		914,764		1,005,817
Total segments		7,296,286		6,987,734		7,643,784
Corporate		3,133,419		3,228,885		2,641,271
Total	$	10,429,705	$	10,216,619	$	10,285,055

14. SUPPLEMENTAL GUARANTOR INFORMATION

     Sysco International, Co. is an unlimited liability company organized under the laws of the Province of Nova Scotia, Canada and is a wholly-owned subsidiary of Sysco. In May 2002, Sysco International, Co. issued, in a private offering, $200,000,000 of 6.10% notes due in 2012. These notes are fully and unconditionally guaranteed by Sysco.

     The following condensed consolidating financial statements present separately the financial position, results of operations and cash flows of the parent guarantor (Sysco), the subsidiary issuer (Sysco International) and all other non-guarantor subsidiaries of Sysco (Other Non-Guarantor Subsidiaries) on a combined basis with eliminating entries.

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	Condensed Consolidating Balance Sheet
	September 26, 2009
					Other
			Sysco		Non-Guarantor						Consolidated
	Sysco		International		Subsidiaries			Eliminations			Totals
					(In thousands)
Current assets	$	678,541	$	24	$	4,683,250		$	—		$	5,361,815
Investment in subsidiaries		13,735,447		432,460		149,296			(14,317,203	)		—
Plant and equipment, net		277,217		—		2,737,124			—			3,014,341
Other assets		422,235		805		1,630,509			—			2,053,549
Total assets	$	15,113,440	$	433,289	$	9,200,179		$	(14,317,203	)	$	10,429,705
Current liabilities	$	363,660	$	4,056	$	2,714,543		$	—		$	3,082,259
Intercompany payables (receivables)		8,527,393		69,303		(8,596,696	)		—			—
Long-term debt		2,219,338		199,832		49,613			—			2,468,783
Other liabilities		405,335		—		758,970			—			1,164,305
Shareholders’ equity		3,597,714		160,098		14,273,749			(14,317,203	)		3,714,358
Total liabilities and shareholders’ equity	$	15,113,440	$	433,289	$	9,200,179		$	(14,317,203	)	$	10,429,705

	Condensed Consolidating Balance Sheet
	June 27, 2009
					Other
			Sysco		Non-Guarantor						Consolidated
	Sysco		International		Subsidiaries			Eliminations			Totals
					(In thousands)
Current assets	$	937,335	$	36	$	4,333,308		$	—		$	5,270,679
Investment in subsidiaries		13,293,437		403,363		165,197			(13,861,997	)		—
Plant and equipment, net		264,657		—		2,714,543			—			2,979,200
Other assets		421,371		830		1,544,539			—			1,966,740
Total assets	$	14,916,800	$	404,229	$	8,757,587		$	(13,861,997	)	$	10,216,619
Current liabilities	$	380,195	$	954	$	2,769,005		$	—		$	3,150,154
Intercompany payables (receivables)		8,533,159		54,785		(8,587,944	)		—			—
Long-term debt		2,219,655		199,816		48,015			—			2,467,486
Other liabilities		413,651		—		735,626			—			1,149,277
Shareholders’ equity		3,370,140		148,674		13,792,885			(13,861,997	)		3,449,702
Total liabilities and shareholders’ equity	$	14,916,800	$	404,229	$	8,757,587		$	(13,861,997	)	$	10,216,619

	Condensed Consolidating Balance Sheet
	September 27, 2008
					Other
			Sysco		Non-Guarantor						Consolidated
	Sysco		International		Subsidiaries			Eliminations			Totals
					(In thousands)
Current assets	$	259,666	$	—	$	5,064,040		$	—		$	5,323,706
Investment in subsidiaries		14,578,721		403,790		130,665			(15,113,176	)	$	—
Plant and equipment, net		208,990		—		2,667,091			—		$	2,876,081
Other assets		589,947		1,159		1,494,162			—		$	2,085,268
Total assets	$	15,637,324	$	404,949	$	9,355,958		$	(15,113,176	)	$	10,285,055
Current liabilities	$	333,212	$	4,051	$	3,061,181		$	—		$	3,398,444
Intercompany payables (receivables)		9,721,387		91,528		(9,812,915	)		—		$	—
Long-term debt		1,728,784		199,768		45,501			—		$	1,974,053
Other liabilities		498,603		—		908,729			—		$	1,407,332
Shareholders’ equity		3,355,338		109,602		15,153,462			(15,113,176	)	$	3,505,226
Total liabilities and shareholders’ equity	$	15,637,324	$	404,949	$	9,355,958		$	(15,113,176	)	$	10,285,055

14

	Condensed Consolidating Results of Operations
	For the 13-Week Period Ended September 26, 2009
							Other
				Sysco			Non-Guarantor						Consolidated
	Sysco			International			Subsidiaries			Eliminations			Totals
							(In thousands)
Sales	$	—		$	—		$	9,081,426		$	—		$	9,081,426
Cost of sales		—			—			7,334,067			—			7,334,067
Gross margin		—			—			1,747,359			—			1,747,359
Operating expenses		45,062			34			1,204,935			—			1,250,031
Operating income		(45,062	)		(34	)		542,424			—			497,328
Interest expense (income)		120,564			2,490			(89,254	)		—			33,800
Other income, net		(354	)		—			(1,658	)		—			(2,012	)
Earnings (losses) before income taxes		(165,272	)		(2,524	)		633,336			—			465,540
Income tax (benefit) provision		(49,465	)		(755	)		189,555			—			139,335
Equity in earnings of subsidiaries		442,012			13,193			—			(455,205	)		—
Net earnings	$	326,205		$	11,424		$	443,781		$	(455,205	)	$	326,205

	Condensed Consolidating Results of Operations
	For the 13-Week Period Ended September 27, 2008
							Other
				Sysco			Non-Guarantor						Consolidated
	Sysco			International			Subsidiaries			Eliminations			Totals
							(In thousands)
Sales	$	—		$	—		$	9,877,429		$	—		$	9,877,429
Cost of sales		—			—			7,990,873			—			7,990,873
Gross margin		—			—			1,886,556			—			1,886,556
Operating expenses		49,815			33			1,331,956			—			1,381,804
Operating income		(49,815	)		(33	)		554,600			—			504,752
Interest expense (income)		124,320			2,520			(100,430	)		—			26,410
Other income, net		(1,362	)		—			(1,451	)		—			(2,813	)
Earnings (losses) before income taxes		(172,773	)		(2,553	)		656,481			—			481,155
Income tax (benefit) provision		(73,375	)		(1,084	)		278,800			—			204,341
Equity in earnings of subsidiaries		376,212			12,509			—			(388,721	)		—
Net earnings	$	276,814		$	11,040		$	377,681		$	(388,721	)	$	276,814

	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended September 26, 2009
							Other
				Sysco			Non-Guarantor			Consolidated
	Sysco			International			Subsidiaries			Totals
				(In thousands)
Net cash provided by (used for):
Operating activities	$	(92,458	)	$	14,579		$	124,353		$	46,474
Investing activities		(49,771	)		—			(121,736	)		(171,507	)
Financing activities		(120,591	)		—			1,058			(119,533	)
Effect of exchange rate on cash		—			—			8,518			8,518
Intercompany activity		(356	)		(14,579	)		14,935			—
Net (decrease) increase in cash		(263,176	)		—			27,128			(236,048	)
Cash at the beginning of the period		899,195			—			187,889			1,087,084
Cash at the end of the period	$	636,019		$	—		$	215,017		$	851,036

15

	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended September 27, 2008
							Other
				Sysco			Non-Guarantor			Consolidated
	Sysco			International			Subsidiaries			Totals
				(In thousands)
Net cash provided by (used for):
Operating activities	$	(122,380	)	$	14,208		$	171,542		$	63,370
Investing activities		(13,777	)		—			(79,270	)		(93,047	)
Financing activities		(173,853	)		16			(828	)		(174,665	)
Effect of exchange rate on cash		—			—			(1,585	)		(1,585	)
Intercompany activity		55,714			(14,224	)		(41,490	)		—
Net (decrease) increase in cash		(254,296	)		—			48,369			(205,927	)
Cash at the beginning of the period		486,646			—			64,906			551,552
Cash at the end of the period	$	232,350		$	—		$	113,275		$	345,625

15. SUBSEQUENT EVENT

     Sysco has evaluated subsequent events through the date these financial statements were issued, November 3, 2009. In October 2009, the company entered into an interest rate swap agreement that effectively converted $250,000,000 of fixed rate debt maturing in fiscal 2013 to floating rate debt with the goal of reducing overall borrowing cost. This transaction was designated as a fair value hedge since the swap hedges against the change in fair value of fixed rate debt resulting from changes in interest rates.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     This discussion should be read in conjunction with our consolidated financial statements as of June 27, 2009, and the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended June 27, 2009.

Highlights

     Weak economic conditions in the United States and Canada combined with lower consumer confidence contributed to a difficult business environment in the first quarter of fiscal 2010. These factors negatively impacted financial results in the first quarter of fiscal 2010. We also settled an outstanding tax matter with the Internal Revenue Service (IRS) and recognized gains on corporate-owned life insurance, both of which positively impacted net earnings and earnings per share.

• Sales decreased 8.1% in the first quarter of fiscal 2010 from the comparable prior year period primarily due to weak economic conditions and the resulting impact on consumer spending and deflation. Deflation, as measured by changes in product costs, was an estimated 3.4% during the first quarter of fiscal 2010.

• Operating income decreased to $497,328,000, or 5.5% of sales, a 1.5% decrease from the comparable prior year period. Operating income for the first quarter of fiscal 2010 was negatively impacted primarily by the decline in sales. Operating expenses declined 9.5% primarily through operating efficiencies, such as reduced payroll expense related to reduced headcount, lower incentive compensation and gains recorded on the adjustment of the carrying value of corporate-owned life insurance policies to their cash surrender values. Our operating companies have continued to manage their businesses effectively in a difficult environment, which is demonstrated by the fact that the decrease in operating income, excluding the gains on the insurance policies, was less than the decrease in sales.

• Net earnings increased to $326,205,000, or 17.8% from the comparable prior year period primarily due to a decrease in the effective tax rate. The effective tax rate for the first quarter of fiscal 2010 was favorably impacted by the one-time reversal of interest accruals for tax contingencies related to a settlement with the IRS, the non-taxable gains recorded on corporate-owned life insurance and the reversal of valuation allowances on state net operating loss carryforwards.

• Basic and diluted earnings per share in the first quarter of fiscal 2010 were both $0.55, an increase of 19.6% over the comparable prior year period. Both basic and diluted earnings per share were favorably impacted by $0.09 per share due to the one-time reversal of interest accruals for tax contingencies and the gains recorded on the adjustment of the carrying value of corporate-owned life insurance policies to their cash surrender values.

Overview

     Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located throughout the United States and Canada and include broadline companies, specialty produce companies, custom-cut meat operations, hotel supply operations, SYGMA (our chain restaurant distribution subsidiary) and a company that distributes to international customers.

     We consider our primary market to be the foodservice market in the United States and Canada and estimate that we serve about 17% of this approximately $215 billion annual market. According to industry sources, the foodservice, or food-away-from-home, market represents approximately 48% of the total dollars spent on food purchases made at the consumer level in the United States. This share grew from about 37% in 1972 to nearly 50% in 1998 and did not change materially until 2008 when it declined to the current level of 48%.

     General economic conditions and consumer confidence can affect the frequency of purchases and amounts spent by consumers for food-away-from-home and, in turn, can impact our customers and our sales. We believe the current general economic conditions, including pressure on consumer disposable income, are contributing to a decline in the foodservice market. Historically, we have grown at a faster rate than the overall industry and have grown our market share in this fragmented industry.

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Strategy

     We intend to continue to expand our market share and grow earnings through strategies which include growing our sales, lowering procurement costs, achieving productivity gains and enhancing our technology platform. These strategies are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended June 27, 2009.

     We will continue to use our strategies to leverage our market leadership position to continuously improve how we buy, handle and market products for our customers. Our primary focus is on growing and optimizing the core foodservice distribution business in North America; however, we will continue to explore and identify opportunities to grow our global capabilities in other markets. As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses.

ERP Project

     We previously announced that we had commenced the design of an enterprise-wide project to implement an integrated software system to support a majority of our business processes and further streamline our operations. These systems are commonly referred to as Enterprise Resource Planning (ERP) systems. We have largely completed the design phase of this project and anticipate making more specific decisions by the end of calendar 2009 with respect to the design of the system and the timing of its implementation. In the interim, we are beginning the preliminary stages of the configuration phase to provide more detailed and specific information upon which to base our decisions.

     ERP implementations are complex and time-consuming projects that involve substantial investments in system software and implementation activities over a multi-year timeframe. As is the case in most ERP implementations, we expect that the implementation of our ERP system will require transformation of business processes in order to realize the full benefits of the project. Although we expect the investment in the ERP project to provide meaningful benefits to the company over the long-term, it is likely that the costs will exceed the benefits during the early stages of implementation. We will communicate specific information regarding the impact of the project on our fiscal 2010 earnings and liquidity in December after final decisions regarding the implementation and timing of the project are made.

Results of Operations

     The following table sets forth the components of the Results of Operations expressed as a percentage of sales for the periods indicated:

	13-Week Period Ended
	September 26, 2009			September 27, 2008
Sales		100.0	%		100.0	%
Cost of sales		80.8			80.9
Gross margin		19.2			19.1
Operating expenses		13.7			14.0
Operating income		5.5			5.1
Interest expense		0.4			0.3
Other income, net		(0.0	)		(0.0	)
Earnings before income taxes		5.1			4.8
Income taxes		1.5			2.0
Net earnings		3.6	%		2.8	%

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     The following table sets forth the change in the components of the Results of Operations expressed as a percentage increase or decrease over the comparable period in the prior year:

	13-Week Period
Sales		(8.1	)%
Cost of sales		(8.2	)
Gross margin		(7.4	)
Operating expenses		(9.5	)
Operating income		(1.5	)
Interest expense		28.0
Other income, net		(28.5	)
Earnings before income taxes		(3.2	)
Income taxes		(31.8	)
Net earnings		17.8	%
Basic earnings per share		19.6	%
Diluted earnings per share		19.6
Average shares outstanding		(1.8	)
Diluted shares outstanding		(2.3	)

Sales

     Sales were 8.1% lower in the first quarter of fiscal 2010 than the comparable period of the prior year. Product cost deflation and the resulting decrease in selling prices had a significant impact on sales levels in the first quarter of fiscal 2010. Estimated changes in product costs, an internal measure of deflation or inflation, were estimated as deflation of 3.4% during the first quarter of fiscal 2010, as compared to inflation of 8.3% during the first quarter of fiscal 2009. The exchange rates used to translate our foreign sales into U.S. dollars negatively impacted sales by 0.5% compared to the first quarter of fiscal 2009. Sales from acquisitions that occurred within the last 12 months offset the rate of sales decline by 0.6% for the first quarter of fiscal 2010.

     Our sequential quarterly sales trend has demonstrated a continuing decline throughout fiscal 2008, fiscal 2009 and into fiscal 2010 from a positive 8.5% in the first quarter of fiscal 2008 to a negative 8.1% in the first quarter of fiscal 2010. We believe the weak economic conditions, which are placing pressure on consumer disposable income, are contributing to a decline in volume in the foodservice market and, in turn, have contributed to a reduction in our sales. A weak economic environment and continued deflation will make it challenging to grow sales in fiscal 2010; however, if underlying economic conditions improve during fiscal 2010, we believe our trend of sequential quarterly sales decline may improve as well. In the early part of the second quarter of fiscal 2010, the rate of sales volume decline for our Broadline segment has slowed from the rate experienced in the first quarter.

     We believe that our continued focus on the use of business reviews and business development activities, commitment to quality, investment in customer contact personnel and the efforts of our marketing associates and sales support personnel are key drivers to strengthening customer relationships and growing sales with new and existing customers. We also believe these activities help our customers in this difficult economic environment.

Operating Income

     Cost of sales primarily includes product costs, net of vendor consideration and in-bound freight. Operating expenses include the costs of facilities, product handling, delivery, selling and general and administrative activities.

     Operating income decreased 1.5% in the first quarter of fiscal 2010 from the first quarter of fiscal 2009, and as a percentage of sales increased to 5.5%. This increase in operating income as a percentage of sales was primarily due to decreased operating expenses. Gross margin dollars decreased 7.4% in the first quarter of fiscal 2010 over the first quarter of fiscal 2009, while operating expenses decreased 9.5% in the first quarter of fiscal 2010.

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     Gross margin dollars declined primarily due to lower sales, which reflected product cost deflation in the first quarter of fiscal 2010 as compared to product cost inflation in the first quarter fiscal 2009. We may be negatively impacted by prolonged periods of product cost deflation because we make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage markup. As a result, our profit levels may be negatively impacted during periods of product cost deflation, even though our gross profit percentage may remain relatively constant. Gross margin dollars were also impacted by lower fuel surcharges. Fuel surcharges were approximately $29,000,000 lower in the first quarter of fiscal 2010 as compared to the first quarter of fiscal 2009. We expect fuel surcharge revenue to be up to $25,000,000 lower in the second quarter of fiscal 2010 as compared to the second quarter of fiscal 2009; however, assuming that fuel prices do not greatly rise above recent levels during the remaining portion of fiscal 2010, we expect fuel surcharges in the last half of fiscal 2010 to be more closely comparable to those in the corresponding period in the prior year.

     Our operating expenses for the first quarter of fiscal 2010 were lower than in the comparable prior year period due to operating efficiencies, such as reduced payroll expense related to reduced headcount, and lower incentive compensation. In addition, we recorded gains on the adjustment of the carrying value of corporate-owned life insurance policies to their cash surrender values and had lower fuel costs. Partially offsetting these expense reductions was an increase in pension expense.

     Pay-related expense decreased by $70,004,000 in the first quarter of fiscal 2010 from the comparable prior year period. The reduction was primarily due to reduced headcount, as well as lower incentive compensation. Headcount declines occurred due to both productivity improvements and workforce reductions commensurate with lower sales.

     We adjust the carrying values of our corporate-owned life insurance policies to their cash surrender values on an ongoing basis. The cash surrender values of these policies are largely based on the values of underlying investments, which include publicly traded securities. As a result, the cash surrender values of these policies will fluctuate with changes in the market value of such securities. The changes in the financial markets resulted in gains for these policies of $21,152,000 in the first quarter of fiscal 2010 compared to losses of $22,908,000 in the first quarter of fiscal 2009. The performance of the financial markets will continue to influence the cash surrender values of our corporate-owned life insurance policies, which could cause volatility in operating income, net earnings and earnings per share.

     Sysco’s fuel costs decreased by $26,570,000 in the first quarter of fiscal 2010 from the first quarter of fiscal 2009 primarily due to decreased diesel prices. Sysco’s costs per gallon decreased 28.2% in the first quarter of fiscal 2010 over the first quarter of fiscal 2009. Sysco’s activities to manage fuel costs include reducing miles driven by our trucks through improved routing techniques, improving fleet utilization by adjusting idling time and maximum speeds and using fuel surcharges.

     We periodically enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements. In the first quarter of fiscal 2010, our forward fuel purchase commitments resulted in an estimated $11,000,000 of additional fuel costs as the fixed price contracts were higher than market prices for the contracted volumes for the first two months of the quarter. As of September 26, 2009, we had forward diesel fuel commitments totaling approximately $42,000,000 through June 2010. These contracts will lock in the price of approximately 30% to 35% of our fuel purchase needs for the remainder of fiscal 2010. These outstanding contracts were entered into at the prevailing rates in March, April and July 2009 and thus the fixed price on these contracts is slightly lower than the current market price for diesel. We expect fuel costs to be significantly lower in the second quarter of fiscal 2010 as compared to the second quarter of fiscal 2009; however, assuming that fuel prices do not greatly rise above recent levels during the remaining portion of fiscal 2010, we expect fuel costs in the last half of fiscal 2010 to be more closely comparable to those in the corresponding period in the prior year.

     Net company-sponsored pension costs in the first quarter of fiscal 2010 were $10,428,000 higher than in the comparable prior year period, due primarily to lower returns on assets of our company-sponsored qualified pension plan (Retirement Plan) during fiscal 2009, partially offset by a increase in the discount rate used to calculate our projected benefit obligation and related pension expense for fiscal 2010.

Net Earnings

     Net earnings increased 17.8% in the first quarter of fiscal 2010 from the comparable period of the prior year due primarily to the impact of changes in income taxes discussed below, as well as the factors discussed above.

     The effective tax rate of 29.93% for the first quarter of fiscal 2010 was favorably impacted by three items. First, the company recorded a one-time income tax benefit of approximately $29,000,000 resulting from the reversal of previously accrued interest related to a settlement with the IRS (see “Other Considerations” for additional discussion). Second, the

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carrying values of the company’s corporate-owned life insurance policies are adjusted to their cash surrender values. The gain of $21,152,000 recorded to adjust the carrying value of corporate-owned life insurance to their cash surrender values in the first quarter of fiscal 2010 is non-taxable for income tax purposes and had the impact of decreasing the effective tax rate for the period. Third, the company recorded a tax benefit of approximately $5,000,000 for the reversal of valuation allowances previously recorded on state net operating loss carryforwards.

     The effective tax rate of 42.47% for the first quarter of fiscal 2009 was unfavorably impacted by two items. First, the company recorded a tax adjustment of approximately $11,000,000 to accrue for a previously unidentified tax contingency arising from a tax audit. Second, the losses of $22,908,000 recorded to adjust the carrying value of corporate-owned life insurance to their cash surrender values in the first quarter of fiscal 2009 was non-deductible for income tax purposes and had the impact of increasing the effective tax rate for the period.

Earnings Per Share

     Basic earnings per share and diluted earnings per share increased 19.6% in the first quarter of fiscal 2010 over the comparable period of the prior year. These increases were primarily the result of factors discussed above, partially offset by a net reduction in shares outstanding. Both basic and diluted earnings per share were favorably impacted by $0.09 per share due to the one-time reversal on interest accruals for tax contingencies and the gains recorded on the adjustment of the carrying value of corporate-owned life insurance policies to their cash surrender values. The net reduction in average shares outstanding was primarily due to share repurchases. The net reduction in diluted shares outstanding was primarily due to share repurchases and an increase in the number of anti-dilutive options excluded from the diluted shares calculation.

Segment Results

     We have aggregated our operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in the accounting literature related to disclosures about segments of an enterprise. The accounting policies for the segments are the same as those disclosed by Sysco for our consolidated financial statements. Intersegment sales generally represent specialty produce and meat company products distributed by the Broadline and SYGMA operating companies. The segment results include certain centrally incurred costs for shared services that are charged to our segments. These centrally incurred costs are charged based upon the relative level of service used by each operating company consistent with how management views the performance of its operating segments.

     Management evaluates the performance of each of our operating segments based on its respective operating income results, which include the allocation of certain centrally incurred costs. While a segment’s operating income may be impacted in the short term by increases or decreases in margins, expenses, or a combination thereof, over the long term each business segment is expected to increase its operating income at a greater rate than sales growth. This is consistent with our long-term goal of leveraging earnings growth at a greater rate than sales growth.

     Included in corporate expenses, among other items, are:

• Gains and losses recognized to adjust corporate-owned life insurance policies to their cash surrender values;

• Share-based compensation expense related to stock option grants, restricted stock grants, issuances of stock pursuant to the Employees’ Stock Purchase Plan and restricted stock grants to non-employee directors; and

• Corporate-level depreciation and amortization expense.

     The following table sets forth the operating income of each of our reportable segments and the other segment expressed as a percentage of each segment’s sales for each period reported and should be read in conjunction with Business Segment Information in Note 13:

	Operating Income as a
	Percentage of Sales
	13-Week Period
	September 26, 2009			September 27, 2008
Broadline		7.0	%		6.7	%
SYGMA		0.5			0.4
Other		3.5			3.2

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     The following table sets forth the change in the selected financial data of each of our reportable segments and the other segment expressed as a percentage increase or decrease over the comparable period in the prior year and should be read in conjunction with Business Segment Information in Note 13:

	13-Week Period
				Operating
	Sales			Income
Broadline		(7.2	)%		(2.7	)%
SYGMA		(6.3	)		26.3
Other		(17.1	)		(10.3	)

     The following table sets forth sales and operating income of each of our reportable segments, the other segment, and intersegment sales, expressed as a percentage of aggregate segment sales, including intersegment sales, and operating income, respectively. For purposes of this statistical table, operating income of our segments excludes corporate expenses and consolidated adjustments of $43,348,000 in the first quarter of fiscal 2010 and $52,043,000 in the first quarter of fiscal 2009 that are not charged to our segments. This information should be read in conjunction with Business Segment Information in Note 13:

	13-Week Period Ended
	September 26, 2009						September 27, 2008
				Segment Operating						Segment Operating
	Sales			Income			Sales			Income
Broadline		80.5	%		94.1	%		79.7	%		94.0	%
SYGMA		12.6			1.1			12.4			0.8
Other		8.2			4.8			9.1			5.2
Intersegment sales		(1.3	)		—			(1.2	)		—
Total		100.0	%		100.0	%		100.0	%		100.0	%

Broadline Segment

     Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers. In the first quarter fiscal 2010, the Broadline operating results represented approximately 81% of Sysco’s overall sales and 94% of the aggregated operating income of Sysco’s segments, which excludes corporate expenses and consolidated adjustments.

Sales

     Sales were 7.2% lower in the first quarter of fiscal 2010 than the comparable period of the prior year. The weak economic environment has applied continued pressure to consumer discretionary spending and overall restaurant traffic counts and has resulted in reduced sales. Product cost deflation and the resulting decrease in selling prices had a significant impact on sales levels in the first quarter of fiscal 2010. Estimated changes in product costs, an internal measure of deflation or inflation, were estimated as deflation of 3.6% during the first quarter of fiscal 2010, as compared to inflation of 5.9% during the first quarter of fiscal 2009. The exchange rates used to translate our foreign sales into U.S. dollars negatively impacted sales by 0.6% compared to the first quarter of fiscal 2009. Sales from acquisitions that occurred within the last 12 months offset the rate of sales decline by 0.8% for the first quarter of fiscal 2010. A weak economic environment and continued deflation will make it challenging to grow sales in fiscal 2010; however, if underlying economic conditions improve during fiscal 2010, we believe our trend of sequential quarterly sales decline may improve as well. In the early part of the second quarter of fiscal 2010, the rate of sales volume decline for our Broadline segment has slowed from the rate experienced in the first quarter.

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Operating Income

     Operating income decreased 2.7% in the first quarter of fiscal 2010 from the comparable period of the prior year. Gross margin dollars decreased 6.7% while operating expenses decreased 8.6% in the first quarter of fiscal 2010 as compared to the first quarter of fiscal 2009. Effective management of operations in the current economic environment was evidenced by margins declining at a lower rate than our sales decline and by decreasing expenses as compared to the comparable prior year period.

     Contributing to the gross margin decline was a decrease of $21,233,000 in the fuel surcharges charged to customers in the first quarter of fiscal 2010 from the comparable period of the prior year due to less usage of these surcharges in the first quarter of fiscal 2010. Expense performance for the first quarter of fiscal 2010 was aided by operating efficiencies, such as reduced pay-related expense due to reduced headcount, and reduced fuel cost. Fuel costs were $16,277,000 lower in the first quarter of fiscal 2010 than in the comparable period of the prior year. We expect fuel surcharges and fuel costs to be significantly lower in the second quarter of fiscal 2010 as compared to the second quarter of fiscal 2009; however, assuming that fuel prices do not greatly rise above recent levels during the remaining portion of fiscal 2010, we expect fuel surcharges and fuel costs in the last half of fiscal 2010 to be more closely comparable to those in the corresponding period in the prior year.

SYGMA Segment

     SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations.

Sales

     Sales were 6.3% lower in the first quarter of fiscal 2010 than in the comparable period of the prior year. The weak economic environment has applied continued pressure to consumer discretionary spending and overall restaurant traffic counts and has resulted in reduced sales.

Operating Income

     Operating income increased $1,217,000 in the first quarter of fiscal 2010 over the comparable period of the prior year. Gross margin dollars decreased 10.4% while operating expenses decreased 12.0% in the first quarter of fiscal 2010 from the first quarter fiscal 2009. Contributing to the gross margin decline was a decrease of $7,893,000 in the fuel surcharges charged to customers in the first quarter of fiscal 2010 from the comparable period of the prior year due to lower fuel prices in the first quarter of fiscal 2010. The decline in operating expenses was primarily due to decrease of $6,455,000 in fuel costs in the first quarter of fiscal 2010 from the comparable period of the prior year. We expect fuel surcharges and fuel costs to be significantly lower in the second quarter of fiscal 2010 as compared to the second quarter of fiscal 2009; however, assuming that fuel prices do not greatly rise above recent levels during the remaining portion of fiscal 2010, we expect fuel surcharges and fuel costs in the last half of fiscal 2010 to be more closely comparable to those in the corresponding period in the prior year. Also contributing to the decrease in operating expenses were operational efficiencies in both delivery and warehouse areas, including reduced payroll expense related to headcount reductions.

Other Segment

     “Other” financial information is attributable to our other operating segments, including our specialty produce, custom-cut meat and lodging industry products and a company that distributes to international customers. These operating segments are discussed on an aggregate basis as they do not represent reportable segments under the accounting provisions related to disclosures about segments of an enterprise.

     Operating income decreased 10.3% for the first quarter of fiscal 2010 from the comparable period of the prior year. The decreases in operating income were caused primarily by reduced sales in all segments and reduced operating income in all segments except our specialty produce and lodging industry products segments. These decreases are primarily attributable to the weak economic environment in the United States and Canada.

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Liquidity and Capital Resources

     Sysco’s strategic objectives require continuing investment. Our resources include cash provided by operations and access to capital from financial markets. Our operations historically have produced significant cash flow. Cash generated from operations is generally allocated to working capital requirements; investments in facilities, systems, fleet, other equipment and technology; acquisitions compatible with our overall growth strategy and cash dividends. Any remaining cash generated from operations may be invested in high-quality, short-term instruments or applied toward the cost of the share repurchase program. As a part of our on-going strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses, and our overall capital structure. These transactions may materially impact our liquidity, borrowing capacity, leverage ratios and capital availability.

     We believe that our cash flows from operations, the availability of additional capital under our existing commercial paper programs and bank lines of credit and our ability to access capital from financial markets in the future, including issuances of debt securities under our shelf registration statement filed with the Securities and Exchange Commission (SEC), will be sufficient to meet our anticipated cash requirements over at least the next twelve months, while maintaining sufficient liquidity for normal operating purposes. We have continued to maintain the highest credit rating available for commercial paper. We believe that we will continue to be able to access the commercial paper market effectively as well as the long-term capital market, if necessary.

Operating Activities

     We generated $46,474,000 in cash flow from operations in the first quarter of fiscal 2010, as compared to $63,370,000 in the first quarter of fiscal 2009. Cash flow from operations in the first quarter of fiscal 2010 was primarily generated by net income, reduced by changes in deferred tax assets and liabilities, increases in accounts receivable balances and inventory balances and a decrease in the net balances of other long-term liabilities and prepaid pension cost, partially offset by an increase in accounts payable balances. Cash flow from operations in the first quarter of fiscal 2009 was primarily generated by net income, reduced by increases in accounts receivable balances and inventory balances and a decrease in accrued expenses, partially offset by the deferred tax provision.

     The increase in accounts receivable balances for the first quarter of fiscal 2010 was primarily due to a seasonal change in volume and customer mix, partially offset by the sales decline. The increase in accounts receivable balances for the first quarter of fiscal 2009 was primarily due to a change in customer mix and sales growth. Due to normal seasonal patterns, sales to multi-unit customers and school districts represented a larger percentage of our sales at the end of each first quarter as compared to the end of each prior fiscal year. Payment terms for these types of customers are traditionally longer than average.

     The increase in inventory balances for the first quarter of fiscal 2010 was related to the seasonal change in volume and customer mix discussed above. The increase in inventory balances for the first quarter fiscal 2009 was due to product cost increases as well as an increase in volume related to sales growth.

     The increases in accounts payable balances for the first quarter of fiscal 2010 and fiscal 2009 were primarily due to inventory growth. In addition, accounts payable balances are impacted by many factors, including changes in product mix, cash discount terms and changes in payment terms with vendors.

     Cash flow from operations was negatively impacted by decreases in accrued expenses of $33,896,000 for the first quarter of fiscal 2010 and $149,281,000 for the first quarter of fiscal 2009. The decreases in both the first quarters of fiscal 2010 and fiscal 2009 were primarily due to the payment of the respective prior year annual incentive bonuses, partially offset by accruals for current year incentives. The level of prior year annual incentive bonuses paid in fiscal 2010 was significantly lower than in fiscal 2009, due to the operating performance trend in fiscal 2009. In addition, the decrease in the first quarter of fiscal 2009 was affected by the payment of 401(k) matching contributions, partially offset by accruals for current year 401(k) matching contributions.

     Cash flow from operations for the first quarter of fiscal 2010 was negatively impacted by changes in deferred tax assets and liabilities of $207,546,000, partially offset by an increase in accrued income taxes of $56,113,000. The main factor affecting both of these items, as well as cash taxes paid, was the IRS settlement, which resulted in the payment of taxes of $316,000,000 in the first quarter of fiscal 2010. Total cash taxes paid were $334,833,000 and $42,425,000 in the first quarters of fiscal 2010 and 2009, respectively.

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     The net balances of other long-term liabilities and prepaid pension cost decreased $85,596,000 during the first quarter of fiscal 2010 and decreased $34,507,000 during the first quarter of fiscal 2009. The decrease in the first quarter of fiscal 2010 is primarily attributable to three items. First, our liability for unrecognized tax benefits decreased as a result of the settlement with the IRS (discussed below in Other Considerations). Second, our liability for deferred incentive compensation decreased due to accelerated distributions taken by plan participants of all or a portion of their vested balances pursuant to certain transitional relief under the provisions of Section 409A of the Internal Revenue Code. Third, pension contributions to our company-sponsored plans exceeded net company-sponsored pension costs. The decrease in the first quarter of fiscal 2009 was primarily attributable to pension contributions to our company-sponsored plans. This decrease was partially offset by the recording of net company-sponsored pension costs, incentive compensation deferrals and increases to our liability for unrecognized tax benefits. We recorded net company-sponsored pension costs of $31,530,000 and $21,102,000 in the first quarter of fiscal 2010 and fiscal 2009, respectively. Our contributions to our company-sponsored defined benefit plans were $38,808,000 and $83,881,000 during the first quarter of fiscal 2010 and fiscal 2009, respectively. The difference in the level of contributions in the first quarters of fiscal 2010 and fiscal 2009 is due to the timing of our contributions to the Retirement Plan. In fiscal 2010, we anticipate making quarterly contributions to the Retirement Plan in the amount of $35,000,000 per quarter. In fiscal 2009, we made a single annual contribution of $80,000,000 to the Retirement Plan in the first quarter of the year.

Financing Activities

     During the first quarter of fiscal 2010, there were no shares repurchased, as compared to 3,626,200 shares at a cost of $118,389,000 for the first quarter of fiscal 2009. As of October 24, 2009, there was a remaining authorization by our Board of Directors to repurchase up to 9,386,600 shares.

     Dividends paid in the first quarter of fiscal 2010 were $141,729,000, or $0.24 per share, as compared to $132,383,000, or $0.22 per share, in the first quarter of fiscal 2009. In September 2009, we declared our regular quarterly dividend for the second quarter of fiscal 2010 of $0.24 per share, which was paid in October 2009.

     We have uncommitted bank lines of credit, which provide for unsecured borrowings for working capital of up to $88,000,000, of which none was outstanding as of September 26, 2009 or October 24, 2009.

     Our Irish Subsidiary, Pallas Foods Limited, has a €20,000,000 (Euro) committed facility for unsecured borrowings for working capital, which expires March 31, 2010. There were no borrowings outstanding under this facility as of September 26, 2009 or October 24, 2009.

     As of September 26, 2009, there were no commercial paper issuances outstanding. During the 13-week period ended September 26, 2009, there were no commercial paper issuances or short-term bank borrowings.

     During the first quarter of fiscal 2010, the company entered into an interest rate swap agreement that effectively converted $200,000,000 of fixed rate debt maturing in fiscal 2014 to floating rate debt with the goal of reducing overall borrowing cost. This transaction was designated as a fair value hedge since the swap hedges against the change in fair value of fixed rate debt resulting from changes in interest rates.

Other Considerations

Multi-Employer Pension Plans

     As discussed in Note 12, Commitments and Contingencies, we contribute to several multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees.

     Under current law regarding multi-employer defined benefit plans, a plan’s termination, our voluntary withdrawal or the mass withdrawal of all contributing employers from any underfunded multi-employer defined benefit plan would require us to make payments to the plan for our proportionate share of the multi-employer plan’s unfunded vested liabilities. Based on the information available from plan administrators, we estimate our share of withdrawal liability on most of the multi-employer plans in which we participate could have been as much as $107,000,000 as of September 26, 2009 based on a voluntary withdrawal. However, because we are not provided with the information by the plan administrators on a timely basis and we expect that many multi-employer pension plans’ assets have declined due to calendar 2008 stock market performance, we believe our current share of the withdrawal liability could be greater. In addition, if a multi-employer defined benefit plan fails

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to satisfy certain minimum funding requirements, the IRS may impose a non-deductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund. As of September 26, 2009, we have approximately $17,000,000 in liabilities recorded in total related to certain multi-employer defined benefit plans for which our voluntary withdrawal had already occurred, all of which are expected to be paid in fiscal 2010.

     Required contributions to multi-employer plans could increase in the future as these plans strive to improve their funding levels. In addition, pension related legislation requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. We believe that any requirements to pay such increased contributions, withdrawal liability and excise taxes would be funded through cash flow from operations, borrowing capacity or a combination of these items.

BSCC Cooperative Structure

     Sysco’s affiliate, Baugh Supply Chain Cooperative (BSCC), is a cooperative taxed under subchapter T of the United States Internal Revenue Code the operation of which has resulted in a deferral of tax payments. The IRS, in connection with its audits of our 2003 through 2006 federal income tax returns, proposed adjustments that would have accelerated amounts that we had previously deferred and would have resulted in the payment of interest on those deferred amounts. Sysco reached a settlement with the IRS on August 21, 2009 to cease paying U.S. federal taxes related to BSCC on a deferred basis, pay the amounts currently recorded within deferred taxes related to BSCC over a three year period and make a one-time payment of $41,000,000, of which approximately $39,000,000 is non-deductible. The settlement addresses the BSCC deferred tax issue as it relates to the IRS audit of our 2003 through 2006 federal income tax returns, and settles the matter for all subsequent periods, including the 2007 and 2008 federal income tax returns already under audit. As a result of the settlement, we will pay the amounts owed in the following schedule:

Amounts paid annually:
Fiscal 2010	$	528,000,000
Fiscal 2011		212,000,000
Fiscal 2012		212,000,000

Of the amounts to be paid in fiscal 2010 included in the table above, $316,000,000 was paid in the first quarter of fiscal 2010 and the remaining payments will be paid in equal quarterly installments beginning in the second quarter of fiscal 2010. Amounts to be paid in fiscal 2011 and 2012 will be paid with Sysco’s quarterly tax payments. We believe we have access to sufficient cash on hand, cash flows from operations and current access to capital to make payments on all of the amounts noted above.

Contractual Obligations

     Our Annual Report on Form 10-K for the fiscal year ended June 27, 2009 contains a table that summarizes our obligations and commitments to make contractual future cash payments as of June 27, 2009. Since June 27, 2009, there have been no material changes to our contractual obligations, except for a reduction of our liability for unrecognized tax benefits and related interest in the first quarter of fiscal 2010 due to our settlement with the IRS discussed above. As of September 26, 2009, we had a liability of $78,713,000 for unrecognized tax benefits for all tax jurisdictions and $37,121,000 for related interest that could result in cash payment.

Critical Accounting Policies and Estimates

     Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Sysco’s most critical accounting policies and estimates include those that pertain to the allowance for doubtful accounts receivable, self-insurance programs, pension plans, income taxes, vendor consideration, accounting for business combinations and share-based compensation, which are described in Item 7 of our Annual Report on Form 10-K for the year ended June 27, 2009.

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Accounting Changes

Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities

     In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. EITF 03-06-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”, which was subsequently codified within Accounting Standards Codification (ASC) 260, “Earnings Per Share.” This standard addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. This standard is effective for Sysco beginning in fiscal 2010 and interim periods within that year. All prior-period earnings per share data presented in filings subsequent to adoption must be adjusted retrospectively to conform with the provisions of this standard. Early application of this standard was not permitted. The adoption of this standard did not have a material impact on our consolidated financial statements.

Interim Disclosures about Fair Value of Financial Instruments

     In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”, which was subsequently codified within ASC 825, “Financial Instruments.” This standard amended previous guidance to require disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies. Prior disclosure requirements only applied to annual financial statements. This standard is effective for interim reporting periods ending after June 15, 2009, which is the first quarter of fiscal 2010 for Sysco. We have included the required disclosures for this standard in Note 4, “Fair Value Measurements”.

New Accounting Standards

Measuring Liabilities at Fair Value

     In August 2009, the FASB issued Accounting Standards Update 2009-05, “Measuring Liabilities at Fair Value”. This update provides additional guidance, including illustrative examples, clarifying the measurement of liabilities at fair value. This update is effective for the first reporting period beginning after its issuance. The company will adopt the provisions of this update in the second quarter of fiscal 2010 and is currently evaluating the impact the adoption of these provisions will have on its consolidated financial statements.

Forward-Looking Statements

     Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They include statements about:

• Sysco’s ability to increase its sales and market share and grow earnings;

• the continuing impact of economic conditions on consumer confidence and our business;

• our expectation that the quarterly sales decline may improve;

• the implementation of our enterprise-wide integrated software project;

• sales and operating income trends;

• anticipated multi-employer pension related liabilities and contributions to various multi-employer pension plans;

• source of funds for required payments under the IRS settlement;

• the impact of ongoing legal proceedings;

• continued positive results from our strategies;

• anticipated company-sponsored pension plan contributions;

• anticipated share repurchases;

• Sysco’s ability to meet future cash requirements, including the ability to access debt markets effectively, and remain profitable;

• the application and impact of the adoption of certain accounting standards;

• the anticipated use of proceeds from the issuance of long-term debt;

• the impact of the financial markets on the cash surrender values of our corporate-owned life insurance policies;

• fuel costs and expectations regarding the use of fuel surcharges; and

• expectations regarding operating income and sales for our business segments.

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     These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below and those discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 27, 2009:

• risks relating to the foodservice distribution industry’s relatively low profit margins and sensitivity to general economic conditions and their effect on consumer confidence and spending;

• the risk that we may not be able to compensate for increases in fuel costs and inflation;

• the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise;

• Sysco’s leverage and debt risks, capital and borrowing needs and changes in interest rates;

• the potential impact of product liability claims and adverse publicity;

• labor issues, including the renegotiation of union contracts;

• the impact of financial market changes on the cash surrender values of our corporate-owned life insurance policies and on the assets held by our company-sponsored Retirement Plan and by the multi-employer pension plans in which we participate;

• the risk that other sponsors of our multi-employer pension plans will withdraw or become insolvent;

• that the IRS may impose an excise tax on the unfunded portion of our multi-employer pension plans or that the Pension Protection Act could require that we make additional pension contributions;

• the risk that prolonged product cost deflation may adversely affect our operations;

• the successful completion of acquisitions and integration of acquired companies, as well as the risk that acquisitions could require additional debt or equity financing and negatively impact our stock price or operating results;

• difficulties in successfully entering and operating in international markets that have political, economic, regulatory and cultural environments different from those in the U.S. and Canada;

• the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders;

• our dependence on technology and the reliability of our technology network;

• our design of an enterprise-wide software integration project may not be implemented and if implemented, could have a negative impact on our business, results of operations and liquidity;

• risks related to the implementation of our enterprise-wide integrated software project, including the risk that the project may not be successfully implemented, may not prove cost effective and may have a material adverse effect on our liquidity and results of operations;

• the effect of competition on us and our customers;

• the ultimate outcome of litigation;

• management’s allocation of capital and the timing of capital expenditures;

• internal factors, such as the ability to increase efficiencies, control expenses and successfully execute growth strategies; and

• with respect to share repurchases, market prices for the company’s securities and management’s decision to utilize capital for other purposes.

     For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 27, 2009.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our Annual Report on Form 10-K for the fiscal year ended June 27, 2009. There have been no significant changes to our market risks since June 27, 2009 except as noted below.

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Interest Rate Risk

     At September 26, 2009, we had no commercial paper issuances outstanding. Our long-term debt obligations at September 26, 2009 were $2,477,526,000, of which approximately 91% were at fixed rates of interest.

     During the first quarter of fiscal 2010, we entered into an interest rate swap agreement that effectively converted $200,000,000 of fixed rate debt maturing in fiscal 2014 to floating rate debt with the goal of reducing overall borrowing cost. The major risks from interest rate derivatives include changes in interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions. This transaction was designated as a fair value hedge since the swap hedges against the change in fair value of fixed rate debt resulting from changes in interest rates. As of September 26, 2009, the interest rate swap agreement was recognized as a liability within the consolidated balance sheet at fair value within Other long-term liabilities of $446,000. The fixed interest rate on our debt is 4.6% and the floating interest rate on the swap is three-month LIBOR which resets quarterly.

     In October 2009, we entered into an interest rate swap agreement that effectively converted $250,000,000 of fixed rate debt maturing in fiscal 2013 to floating rate debt with the goal of reducing overall borrowing cost. This transaction was designated as a fair value hedge since the swap hedges against the change in fair value of fixed rate debt resulting from changes in interest rates. The fixed interest rate on our debt is 4.2% and the floating interest rate on the swap is three-month LIBOR which resets quarterly.

Fuel Price Risk

     Due to the nature of our distribution business, we are exposed to the potential volatility in fuel prices. From time to time, we will enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements. As of September 26, 2009, we had forward diesel fuel commitments totaling approximately $42,000,000 through June 2010. These contracts will lock in the price of approximately 30% to 35% of our fuel purchase needs for the remainder of fiscal 2010. Our outstanding contracts were entered into at the prevailing rates in March, April and July 2009 and thus the fixed price on these contracts is slightly lower than the current market price for diesel.

Item 4. Controls and Procedures

     Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 26, 2009. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 26, 2009, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

     No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended September 26, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

29

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

     We are engaged in various legal proceedings which have arisen but have not been fully adjudicated. These proceedings, in the opinion of management, will not have a material adverse effect upon the consolidated financial statements of Sysco when ultimately concluded.

Item 1A. Risk Factors

     The information set forth in this report should be read in conjunction with the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended June 27, 2009, which could materially impact our business, financial condition or future results. The risks described in the Annual Report on Form 10-K are not the only risks facing the company. Additional risks and uncertainties not currently known by the company or that are currently deemed to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     We made the following share repurchases during the first quarter of fiscal 2010:

ISSUER PURCHASES OF EQUITY SECURITIES

					(c) Total Number of		(d) Maximum Number of
					Shares Purchased as Part		Shares that May Yet Be
	(a) Total Number of		(b) Average Price		of Publicly Announced		Purchased Under the Plans or
Period	Shares Purchased (1)		Paid per Share		Plans or Programs		Programs
Month #1 June 28 — July 25		21,642	$	22.94		—		9,386,600
Month #2 July 26 — August 22		77,499		24.35		—		9,386,600
Month #3 August 23 —September 26		22,874		25.59		—		9,386,600
Total		122,015	$	24.33		—		9,386,600

⁽¹⁾ All shares purchased were shares tendered by individuals in connection with stock option exercises. There were no shares purchased as part of our publicly announced program during the first quarter of fiscal 2010.

     On September 22, 2008, we announced that the Board of Directors approved the repurchase of 20,000,000 shares. Pursuant to this repurchase program, shares may be acquired in the open market or in privately negotiated transactions at the company’s discretion, subject to market conditions and other factors.

     In July 2004, the Board of Directors authorized us to enter into agreements from time to time to extend our ongoing repurchase program to include repurchases during company announced “blackout periods” of such securities in compliance with Rule 10b5-1 promulgated under the Exchange Act.

Item 3. Defaults Upon Senior Securities

     None

Item 4. Submission of Matters to a Vote of Security Holders

     None

30

Item 5. Other Information

     None

Item 6. Exhibits

3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2	—	Certificate of Amendment of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544).
3.3	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.4	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.5	—	Amended and Restated Bylaws of Sysco Corporation dated July 18, 2008, incorporated by reference to Exhibit 3.5 to Form 8-K filed on July 23, 2008 (File No. 1-6544).
4.1	—	Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023).
4.2	—	Fifth Supplemental Indenture, dated as of July 27, 1998 between Sysco Corporation and First Union National Bank, Trustee, incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 27, 1998 (File No. 1-6544).
4.3	—	Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended March 27, 2004 (File No. 1-6544).
4.4	—	Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed on September 20, 2005 (File No. 1-6544).
4.5	—	Ninth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 12, 2008 (File No. 1-6544).
4.6	—	Tenth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on February 12, 2008 (File No. 1-6544).
4.7	—	Form of Eleventh Supplemental Indenture, including form of Note, dated March 17, 2009 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on March 13, 2009 (File No. 1-6544).
4.8	—	Form of Twelfth Supplemental Indenture, including form of Note, dated March 17, 2009 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 13, 2009 (File No. 1-6544).
4.9	—	Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly-owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-3 filed on February 6, 2008 (File No. 333-149086).
4.10	—	Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489).

31

4.11	—	Letter Regarding Appointment of New Trustee from Sysco Corporation to U.S. Bank National Association, incorporated by reference to Exhibit 4.7 to Form 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (File No. 1-6544).
10.1#	—	Letter agreement dated September 1, 2009 between Sysco Corporation and Robert C. Kreidler regarding compensation and relocation expenses.
10.2#	—	First Amended and Restated 2008 Cash Performance Unit Plan.
10.3#	—	Second Amendment to the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.
10.4#	—	Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.
10.5#	—	Form of Stock Option Grant Agreement issued to Robert C. Kreidler effective October 5, 2009 under the 2007 Stock Incentive Plan.
10.6#	—	Form of Restricted Stock Unit Award Agreement issued to Robert C. Kreidler effective October 5, 2009 under the 2007 Stock Incentive Plan.
10.7#	—	Form of Restricted Stock Unit Award Agreement to be issued to executive officers under the 2007 Stock Incentive Plan.
15.1#	—	Report from Ernst & Young dated November 3, 2009, re: unaudited financial statements.
15.2#	—	Acknowledgement letter from Ernst & Young LLP.
31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1#	—	The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2009 filed with the SEC on November 3, 2009, formatted in XBRL includes: (i) Consolidated Balance Sheets as of September 26, 2009, June 27, 2009 and September 27, 2008, (ii) Consolidated Results of Operations for the fiscal periods ended September 26, 2009 and September 27, 2008, (iii) Consolidated Statements of Comprehensive Income for the fiscal periods ended September 26, 2009 and September 27, 2008, (iv) Consolidated Cash Flows for the fiscal periods ended September 26, 2009 and September 27, 2008, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text.

# Filed herewith

32

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sysco Corporation (Registrant)
By	/s/ WILLIAM J. DELANEY
	William J. DeLaney
	Chief Executive Officer

Date: November 3, 2009

By	/s/ ROBERT C. KREIDLER
	Robert C. Kreidler
	Executive Vice President and Chief Financial Officer

Date: November 3, 2009

By	/s/ G. MITCHELL ELMER
	G. Mitchell Elmer
	Senior Vice President, Controller and Chief Accounting Officer

Date: November 3, 2009

33

EXHIBIT INDEX

Exhibits.
3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2	—	Certificate of Amendment of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544).
3.3	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.4	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.5	—	Amended and Restated Bylaws of Sysco Corporation dated July 18, 2008, incorporated by reference to Exhibit 3.5 to Form 8-K filed on July 23, 2008 (File No. 1-6544).
4.1	—	Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023).
4.2	—	Fifth Supplemental Indenture, dated as of July 27, 1998 between Sysco Corporation and First Union National Bank, Trustee, incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 27, 1998 (File No. 1-6544).
4.3	—	Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended March 27, 2004 (File No. 1-6544).
4.4	—	Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed on September 20, 2005 (File No. 1-6544).
4.5	—	Ninth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 12, 2008 (File No. 1-6544).
4.6	—	Tenth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on February 12, 2008 (File No. 1-6544).
4.7	—	Form of Eleventh Supplemental Indenture, including form of Note, dated March 17, 2009 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on March 13, 2009 (File No. 1-6544).
4.8	—	Form of Twelfth Supplemental Indenture, including form of Note, dated March 17, 2009 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 13, 2009 (File No. 1-6544).
4.9	—	Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly-owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-3 filed on February 6, 2008 (File No. 333-149086).
4.10	—	Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489).

Exhibits.
4.11	—	Letter Regarding Appointment of New Trustee from Sysco Corporation to U.S. Bank National Association, incorporated by reference to Exhibit 4.7 to Form 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (File No. 1-6544).
10.1#	—	Letter agreement dated September 1, 2009 between Sysco Corporation and Robert C. Kreidler regarding compensation and relocation expenses.
10.2#	—	First Amended and Restated 2008 Cash Performance Unit Plan.
10.3#	—	Second Amendment to the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.
10.4#	—	Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.
10.5#	—	Form of Stock Option Grant Agreement issued to Robert C. Kreidler effective October 5, 2009 under the 2007 Stock Incentive Plan.
10.6#	—	Form of Restricted Stock Unit Award Agreement issued to Robert C. Kreidler effective October 5, 2009 under the 2007 Stock Incentive Plan.
10.7#	—	Form of Restricted Stock Unit Award Agreement to be issued to executive officers under the 2007 Stock Incentive Plan.
15.1#	—	Report from Ernst & Young dated November 3, 2009, re: unaudited financial statements.
15.2#	—	Acknowledgement letter from Ernst & Young LLP.
31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1#	—	The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2009 filed with the SEC on November 3, 2009, formatted in XBRL includes: (i) Consolidated Balance Sheets as of September 26, 2009, June 27, 2009 and September 27, 2008, (ii) Consolidated Results of Operations for the fiscal periods ended September 26, 2009 and September 27, 2008, (iii) Consolidated Statements of Comprehensive Income for the fiscal periods ended September 26, 2009 and September 27, 2008, (iv) Consolidated Cash Flows for the fiscal periods ended September 26, 2009 and September 27, 2008, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text.

# Filed herewith

EX-10.1

Exhibit 10.1

September 1, 2009

R. Chris Kreidler

Dear Chris:

It is my pleasure to offer you employment with Sysco Corporation as Executive Vice President and Chief Financial Officer. I am confident that you will help lead our company with integrity and will help our company grow and prosper as required to sustain our distinct position as the industry leader. Outlined below you will find the revised details of our offer following our discussion this past weekend:

• Your annual base salary will be $500,000 or $20,833.33 semi-monthly.

• Effective on your hire date, you will become a participant in the Sysco Management Incentive Plan (MIP).

• You will be eligible for a bonus as an MIP Participant for FY 2010, which will be prorated at 80% based on your anticipated start date. Your bonus will be based on your annual base salary and the Company’s financial performance for FY 2010. It will be paid out shortly after July 3, 2010 (end of Corporation’s fiscal year). Eligibility for the bonus is contingent upon your continued employment with Sysco through the end of the fiscal year.

• In November 2009, in conjunction with the regular Long Term Incentive grants to MIP participants, the Compensation Committee of the Board will grant you long term incentive awards representing 240% of your annual base salary as follows:

o 50% Stock Options – 5-year annual vesting

o 25% Cash Performance Units (CPU’s) – based on 3-year performance

o 25% Restricted Stock Units (RSU’s) – 3-year annual vesting

• As a special, onetime sign-on incentive, at the next scheduled Compensation Committee Meeting of the Board, the Committee will grant you 5,000 RSU’s with 3-year annual vesting and 75,000 stock options with 5-year annual vesting. Standard MIP participant forms will be used which include a non-compete provision.

• As an MIP participant, you will also be eligible to participate in the following significant executive benefit programs:

o A Supplemental Executive Retirement Plan that should provide additional retirement income above the benefits of a non-MIP employee.

o A Disability Income Plan that will provide you with benefits in case of personal disability.

o Additional group life and accidental death and dismemberment benefits that will be in effect for you as a member of the Plan.

• In FY 2011, you will also be eligible for an Executive Deferred Compensation Plan that will allow you to defer a portion of your MIP bonus. This plan is intended to assist you in accumulating additional wealth and diversified investments.

• You will be eligible for full benefits with medical, dental and vision insurance effective the first day of the month following two full months of employment with Sysco.

• Sysco will reimburse you for certain expenses incurred in moving. These reimbursements will include the cost of moving household goods and vehicles, real estate fees incurred in selling your current residence, closing costs associated with the purchase of a new residence including the cost of credit reports, mortgage and deed taxes, recording fees and title search, title insurance, surveys (if required) and reasonable attorney’s fees.

• During your transition, we will reimburse you for up to twelve months’ rent in Houston. We hope that you will be able to sell your home as soon as possible. When you sell your home, we will reimburse you for 50% of your loss on such sale, but in no event will Sysco reimburse more than $250,000 on such loss. Loss is defined as the gross proceeds on the sale of the house (including all reimbursed fees) subtracted from purchase price and improvements attached to the property ($1,425,000). Reimbursement made directly to you on which you must pay federal tax will be increased by 35%. Please note that as a result of your position, Sysco is not allowed to provide you loans or guarantee loans.

This offer is contingent upon final Board approval and successful completion of the pre-employment drug and background check process. Please be advised that this letter is not intended to create or imply any contract or contractual rights between you and Sysco Corporation. Any employee may terminate his/her employment at any time, with or without reason, and the company retains the same right.

Chris, we are pleased to extend this offer to become a part of the Sysco family. We anticipate your start date to be on or about October 5, 2009. Please confirm your acceptance of this offer by signing in the designated space provided below.

Welcome to Sysco!

Sincerely,

/s/ WILLIAM J. DELANEY

William J. DeLaney
Chief Executive Officer

Agreed and Accepted:

/s/ R. CHRIS KREIDLER

 R. Chris Kreidler     Start Date: October 5, 2009

c: John M. Cassaday, Chair of Compensation Committee
Manual A. Fernandez, Board Chairman
Michael C. Nichols, General Counsel
Kenneth F. Spitler, Vice Chairman
Mark Wisnoski, Vice President of HR

Title:	Executive Vice President and Chief Financial Officer
Direct Reports:	Controller, Treasurer, Investor Relations
Start Date:	October 5, 2009

	Projected
	Annual Compensation		FY 2010 Compensation
Base Pay	$	500,000	As paid
MIP Bonus (no guarantee)	$1,000,000 (target 200%)		80% prorated
Target Annual Cash Compensation	$	1,500,000
Long Term Incentive Plans
- 50% Stock Options
- 25% Cash Performance Units	300% of base (target)		80% prorated
- 25% Restricted Stock Units

Eligible for Supplemental Early Retirement Plan (SERP)

Sign-On Consideration

Incentive		Vesting	Estimated Value
			$	125,000
5,000 Restricted Stock Units	3 years		(assumes $25 stock price)
			$	375,000
75,000 Stock Options	5 years		(assumes $5 B.S. value)

Typical moving, relocation, temporary housing, closing costs, etc.

EX-10.2

Exhibit 10.2

FIRST AMENDED AND RESTATED

SYSCO CORPORATION

2008 CASH PERFORMANCE UNIT PLAN

TABLE OF CONTENTS

ARTICLE I Purpose of the Plan	2
ARTICLE II Definitions	2
ARTICLE III Participation	5
3.1 Designation of Participants	5
3.2 Awards	5
ARTICLE IV Determination of Performance Goals	6
4.1 Performance Period Determinations	6
4.2 Performance Goals	6
ARTICLE V Payment	7
5.1 Determination of Performance	7
5.2 Determination of Payment Amount	7
5.3 Payment of Payment Amount	7
5.4 Overall Limitation Applicable to Covered Employees	7
5.5 Clawback of Payment Amount	7
ARTICLE VI Termination of Employment	7
6.1 In General	7
6.2 Retirement	8
6.3 Death	8
6.4 Disability	8
ARTICLE VII Change of Control	9
ARTICLE VIII Administration	9
8.1 In General	9
8.2 Limitation of Liability	10
8.3 Compliance with Section 409A	10
ARTICLE IX Term; Withdrawal or Amendment	10
9.1 Effective Date and Term	10
9.2 Withdrawal or Amendment	10
ARTICLE X Miscellaneous	10
10.1 Beneficiaries	10
10.2 Awards Non-Transferable	11
10.3 Withholding for Taxes	11
10.4 Plan Funding	11
10.5 No Contract of Employment	11
10.6 No Right to Participate	11
10.7 Facilitation of Payments	11
10.8 Addresses; Missing Recipients	11
10.9 Governing Law	12
10.10 Successors	12
10.11 Third Parties	12
10.12 Headings	12

i

FIRST AMENDED AND RESTATED
SYSCO CORPORATION
2008 CASH PERFORMANCE UNIT PLAN

     WHEREAS, Sysco Corporation (the “Company”), with the approval of the shareholders, adopted that certain Sysco Corporation 2008 Cash Performance Unit Plan, effective as of September 4, 2009 (the “Current Plan”);

     WHEREAS, pursuant to Section 9.2 of the Current Plan, the Board of Directors or the Committee may amend the Current Plan by an instrument in writing;

     WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to amend and restate the Current Plan, effective as of September 24, 2009, by (i) providing for a reduction in the number of Units (as defined herein) under an Award (as defined herein) if a Participant retires prior to the end of an applicable Performance Period; (ii) modifying the method for determining the number of Units forfeited upon the death of a Participant during a Performance Period and the timing of such payment; (iii) reducing the Payment Amount to a Participant following a Change of Control of the Company; and (iv) adding the Company’s clawback policy.

     NOW, THEREFORE, the Company hereby adopts the First Amended and Restated Sysco Corporation 2008 Cash Performance Unit Plan, effective as of September 24, 2009, as follows:

FIRST AMENDED AND RESTATED
SYSCO CORPORATION
2008 CASH PERFORMANCE UNIT PLAN

ARTICLE I

Purpose of the Plan

     The purpose of the Plan is to increase stockholder value and to advance the interests of the Company and its Subsidiaries by providing financial incentives designed to attract, retain and motivate key employees of the Company.

ARTICLE II

Definitions

     When used in the Plan, the following terms shall have the following meanings:

     “Award” shall mean the determination by the Committee that a Participant should receive a given number of Performance Units, as evidenced by a document of notification given to a Participant at the time of such determination.

     “Board of Directors” means the Board of Directors of the Company.

     “Change of Control” means the occurrence of one or more events described in paragraphs (i) through (iii), below.

          (i) Change in Ownership of the Company. A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), acquires ownership of Company stock that, together with Company stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company.

               (A) If any one person or more than one person acting as a group (within the meaning of paragraph (iv)) is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional Company stock by such person or persons shall not be considered to cause a change in the ownership of the Company or to cause a change in the effective control of the Company (within the meaning of paragraph (ii) below).

               (B) An increase in the percentage of Company stock owned by any one person, or persons acting as a group (within the meaning of paragraph (iv)), as a result of a transaction in which the Company acquires its stock in exchange for property, shall be treated as an acquisition of stock for purposes of this paragraph (i).

               (C) The provisions of this paragraph (i) shall apply only to the transfer or issuance of Company stock if such Company stock remains outstanding after such transfer or issuance.

          (ii) Change in Effective Control of the Company.

               (A) A change in the effective control of the Company shall occur on the date that either of (1) or (2) below occurs:

2

                    (1) Any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or

                    (2) A majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board prior to the date of the appointment or election.

               (B) A change in effective control of the Company also may occur with respect to any transaction in which either of the Company or the other corporation involved in a transaction experiences a Change of Control event described in paragraphs (i) or (iii).

               (C) If any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), is considered to effectively control the Company (within the meaning of this paragraph (ii)), the acquisition of additional control of the Company by the same person or persons shall not be considered to cause a change in the effective control of the Company (or to cause a change in the ownership of the Company within the meaning of paragraph (i)).

          (iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets shall occur on the date that any one person, or more than one person acting as a group (within the meaning of paragraph (iv)), acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value (within the meaning of paragraph (iii)(B)) equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

               (A) A transfer of the Company’s assets shall not be treated as a change in the ownership of such assets if the assets are transferred to one or more of the following:

                    (1) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company stock;

                    (2) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

                    (3) A person, or more than one person acting as a group (within the meaning of paragraph (iv)) that owns, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of the Company; or

                    (4) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii)(A)(3).

               For purposes of this paragraph (iii)(A), and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.

               (B) For purposes of this paragraph (iii), gross fair market value means the value of all Company assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

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          (iv) For purposes of this definition, persons shall be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of assets, or similar business transaction with the Company. If a person, including an entity shareholder, owns stock in the Company and another entity with which the Company enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction, such shareholder shall be considered to be acting as a group with other Company shareholders only to the extent of the ownership in the Company prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons shall not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering.

          (v) Identification of Relevant Corporations. To constitute a Change of Control hereunder, the Change of Control must relate to (A) the corporation for which the Participant is performing services at the time of the Change of Control, (B) the corporation that is liable for the payment of the awards under this Plan (or all corporations liable for the payment if more than one corporation is liable), or (C) a corporation that is a majority shareholder of a corporation identified in (A) or (B), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending with the corporation identified in (A) or (B). For purposes of this paragraph (v), a majority shareholder is a shareholder owning more than 50% of the total fair market value and total voting power of such corporation.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Committee” means the Compensation Committee of the Board of Directors, or such other committee as the Board of Directors may designate to have primary responsibility for the administration of the Plan.

     “Company” means Sysco Corporation, a Delaware corporation.

     “Covered Employee” means a “covered employee” within the meaning of Section 162(m)(3) of the Code.

     “Disability” means a physical or mental condition that meets the eligibility requirements for the receipt of disability income under the terms of the disability income plan sponsored by the Company pursuant to which the Participant is eligible for benefits.

     “Effective Date” is defined in Section 9.1.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Fiscal Year” means, as determined in the sole discretion of the Committee, a period used for purposes of measuring performance for purposes of this Plan which is based as closely as possible on the fiscal year of the Company.

     “Participant” means an employee of the Company or any of its Subsidiaries who is designated as a Participant by the Committee.

     “Payment Amount” means the total amount to be paid to a Participant with respect to the Performance Units awarded to such Participant for a particular Performance Period.

     “Payment Date” means a date determined by the Committee for purposes of (i) making payment

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of amounts earned under this Plan and, (ii) in the event a Participant elects to defer receipt of amounts earned under this Plan pursuant to the terms of a deferred compensation plan sponsored by the Company, the date such amounts are credited under the applicable deferred compensation plan. This date shall be no later than the last day of the fourth month following completion of the respective Performance Period.

     “Performance Goals” means the performance goals established by the Committee for each Performance Period pursuant to the Plan against which performance will be measured.

     “Performance Period” means a period of no less than three Fiscal Years, as determined by the Committee, during which the Performance Goals shall be measured for purposes of determining the Payment Amount.

     “Performance Unit” means a unit of participation which shall constitute the basis from which a Participant’s Payment Amount shall be determined with regard to the Performance Goals established by the Committee.

     “Plan” means this Sysco Corporation 2008 Cash Performance Unit Plan, as it may be amended from time to time.

     “Retirement” means any termination of employment with the Company or a Subsidiary as a result of retirement in good standing under established rules of the Company then in effect.

     “Section 409A” means Section 409A of the Code. References herein to “Section 409A” shall also include any regulatory and other interpretive authority promulgated by the Treasury Department or the Internal Revenue Service under Section 409A of the Code.

     “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code.

     “Subsidiary” means (i) any entity in which the Company, directly or indirectly, owns more than 50% of the vote or value of the equity interests issued by such entity, and (ii) any other entity designated by the Committee as a “Subsidiary” for purposes of this Plan.

     “Target Level of Performance” means the targeted performance level of the Company or a Subsidiary, as established by the Committee, for a Performance Period with respect to each Performance Goal.

     “Unit Value” means the per unit amount that is used for purposes of determining the Payment Amount to be made to Participants in respect of Performance Units awarded under the Plan.

ARTICLE III

Participation

     3.1 Designation of Participants. The Committee shall determine and designate from time to time those employees of the Company and its Subsidiaries who are to be granted Performance Units (and who thereby become Participants) and the number of Performance Units to be granted to each Participant.

     3.2 Awards. Performance Units shall be granted by the Committee by a written notification to Participants evidencing the Award in such form as the Committee shall approve, which notification shall comply with and be subject to the terms and conditions of this Plan. Further Performance Units may be granted by the Committee from time to time to Participants, so long as this Plan shall continue in full force and effect.

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ARTICLE IV

Determination of Performance Goals

     4.1 Performance Period Determinations.

          (a) In General. Within the first 90 days of each Performance Period, the Committee, in its sole discretion, shall (a) establish for that Performance Period (i) the beginning and ending dates, and the Fiscal Years, for the Performance Period, (ii) the Payment Date for the Performance Period, (iii) the Performance Goals for each Participant, (iv) the method for evaluating performance for the Performance Period, and (v) the Unit Value and the method for determining the Payment Amount for each Participant, and (b) designate the maximum number of Performance Units that may be granted to a Participant for such Performance Period.

          (b) Adjustments for Long Fiscal Years. This Section 4.1(b) shall apply whenever a Performance Period contains one or more Fiscal Years of 53 weeks (each, a “Long Fiscal Year”). In making any determination as to whether the Performance Goals have been satisfied or as to the amount of the Payment Amount with respect to a Performance Period, the relevant Performance Goals for a Long Fiscal Year shall be deemed to be a number equal to the numerical measure of each such Performance Goal based on the performance of the Company and/or its Subsidiaries for such Long Fiscal Year minus an amount equal to the product of (i) 1/14^th; and (ii) the numerical measure of each such Performance Goal based on the performance of the Company and/or its Subsidiaries for the last fiscal quarter of such Long Fiscal Year. Notwithstanding the foregoing, the Committee may exercise its discretion in determining the extent of the adjustment, if any, to the calculation of any Performance Goal for a Long Fiscal Year appropriate to more accurately compare performance during a Long Fiscal Year to that during a 52-week fiscal year; provided that, the Committee may not exercise such discretion after the first ninety (90) days of the Performance Period with respect to Covered Employees unless such exercise of discretion results in a reduction of the Payment Amount to the Covered Employees.

     4.2 Performance Goals. The Performance Goals established by the Committee for a Performance Period may include any one or more of several criteria, such as, but not limited to, return on capital employed, return on assets, sales growth, market share, margin growth, return on equity, total shareholder return, increase in net after-tax earnings per share, increase in operating pre-tax earnings, operating profit or improvements in operating profit, improvements in certain asset or financial measures (including working capital and the ratio of sales to net working capital), reductions in certain costs (including reductions in inventories or accounts receivable or reductions in operating expenses), net earnings, pre-tax earnings or variations of income criteria in varying time periods, economic value added, or general comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria. The Performance Goals may be based on the performance of the Company generally, the performance of a particular Subsidiary, division or business unit, or the performance of a group of Subsidiaries, divisions or business units. The relative weights of the criteria that comprise the Performance Goals shall be determined by the Committee in its sole discretion. In establishing the Performance Goals for a Performance Period, the Committee may establish different Performance Goals for individual Participants or groups of Participants.

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ARTICLE V

Payment

       5.1 Determination of Performance. After the end of each Performance Period, the performance of the Company and its Subsidiaries will be determined by the Company and approved by the Committee for each Performance Goal. The Committee shall certify in writing to each Participant the degree of achievement of each Performance Goal based upon the actual performance results for the Performance Period.

     5.2 Determination of Payment Amount. After the end of each Performance Period, the Payment Amount for each Participant for such Performance Period shall be calculated by the Company and certified by the Committee based upon the level of performance achieved by the Company and its Subsidiaries for each Performance Goal applicable to such Participant for the Performance Period, as determined in accordance with Section 5.1.

     5.3 Payment of Payment Amount. The Payment Amount payable to Participants under this Plan shall be paid solely in cash and shall be paid on or before the Payment Date; provided, however, that subject to the requirements of the applicable deferred compensation plan and such other rules and requirements as the Committee may from time to time prescribe, the Committee may allow a Participant to defer receipt of all or a portion of the Payment Amount if permitted under the terms of the deferred compensation plan sponsored by the Company in which the Participant is eligible to participate.

     5.4 Overall Limitation Applicable to Covered Employees. Notwithstanding any other provision in this Plan to the contrary, in no event shall any Covered Employee be entitled to a payment in respect of any Performance Period in excess of one percent (1%) of the Company’s earnings before income taxes as publicly disclosed in the “Consolidated Results of Operations” section of the Company’s annual report to the Securities and Exchange Commission on Form 10-K for the Fiscal Year ended immediately before the Payment Date applicable to such Performance Period.

     5.5 Clawback of Payment Amount. In accordance with the Company’s incentive payment clawback policy, in the event of a restatement of financial results (other than a restatement due to a change in accounting policy) within thirty-six (36) months after a Payment Date under the Plan, if the Committee determines in its sole and absolute discretion, that a Payment Amount paid to a Participant under the Plan would have been lower had it been calculated based on such restated results (the “Adjusted Payment Amount”), then the Committee shall, subject to applicable governing law, have the right to recoup from such Participant, in such form and at such time as the Committee determines in its sole and absolute discretion, the difference between the amount previously paid to such Participant pursuant to the Plan (without regard to amounts deferred by such Participant under the Company’s executive benefit plans, if applicable) and the Adjusted Payment Amount.

ARTICLE VI

Termination of Employment

     If a Participant’s employment is terminated before the end of the Performance Period, the treatment of the Performance Units awarded with respect to such Performance Period will be as follows:

     6.1 In General. If, before the end of the Performance Period, the Participant’s employment terminates for any reason other than for the reasons described in Sections 6.2 through 6.4, the Participant’s Performance Units shall be canceled, and the Participant shall receive no payment under this

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Plan in respect of such Performance Units. If a Participant’s employment terminates after the end of the Performance Period but before the Payment Date, the Participant (or the Participant’s designated beneficiary in the case of death) shall be paid the Payment Amount with respect to such Performance Period as determined under Article V hereof on the Payment Date.

     6.2 Retirement.

          (a) Reduction of Award. Subject to compliance with the conditions outlined in Section 6.2(b) below, if, during the Performance Period, a Participant’s employment terminates by reason of Retirement, the number of Performance Units awarded to the Participant will be reduced to an amount equal to the product of (i) the number of Performance Units initially awarded to the Participant pursuant to the applicable Award, and (ii) a fraction, the numerator of which is the number of Fiscal Years in the Performance Period where at any time during such Fiscal Year the Participant was an active employee of the Company or a Subsidiary and the denominator of which is the number of Fiscal Years in the Performance Period.

          (b) Payment. If a Participant terminates by reason of Retirement, the Payment Amount for such Performance Period shall be paid on the Payment Date for such Performance Period; provided, however, that if such Participant is a Specified Employee, the Payment Amount shall not be paid to the Participant until the later of six months following the date of Retirement or the Payment Date with respect to the applicable Performance Period, but only to the extent that making such payment would result in a violation of Section 409A. The Participant’s Payment Amount with respect to such Performance Period shall be determined using (i) the number of Units determined under Section 6.2(a) for such Performance Period; and (ii) the actual performance of the Company and/or its Subsidiaries for the entire Performance Period; provided, however, the Company reserves the right to cancel the Performance Units of a Participant, if prior to the end of the applicable Performance Period, the Participant: (i) performs any services, whether as an employee, officer, director, agent, independent contractor, partner or otherwise, for a competitor of the Company or any of its affiliates without the consent of the Company, or (ii) takes any other action, including, but not limited to, interfering with the relationship between the Company or any of its affiliates and any of its employees, clients or agents, which is intended to damage or does damage to the business or reputation of the Company.

     6.3 Death.

          (a) Reduction of Award. If a Participant dies during the Performance Period, the number of Performance Units awarded to the Participant will be reduced to an amount equal to the product of (i) the number of Performance Units initially awarded to the Participant pursuant to the applicable Award, and (ii) a fraction, the numerator of which is the number of Fiscal Years in the Performance Period where at any time during such Fiscal Year the Participant was an active employee of the Company or a Subsidiary and the denominator of which is the number of Fiscal Years in the Performance Period.

          (b) Payment. If a Participant dies during the Performance Period, the Payment Amount for such Performance Period shall be paid to the Participant’s designated beneficiary on the Payment Date for such Performance Period. The Participant’s Payment Amount with respect to such Performance Period shall be determined (i) using the number of Units determined under Section 6.3(a) for such Performance Period; and (ii) the actual performance of the Company and/or its Subsidiaries for the entire Performance Period.

     6.4 Disability. If, before the end of the Performance Period, a Participant’s employment is terminated as a result of Disability, the Payment Amount for such Performance Period shall be paid on the

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Payment Date for such Performance Period, and the Participant’s Payment Amount with respect to such Performance Period shall be determined by taking into account the actual performance of the Company and/or its Subsidiaries for the entire Performance Period.

ARTICLE VII

Change of Control

     If a Change of Control has occurred during a Performance Period, the Participant’s Performance Units awarded with respect to such Performance Period shall be considered vested, and the Payment Amount shall be paid to the Participant within ninety (90) days after the date of the Change of Control. For purposes of this Article VII, the amount payable to each Participant following a Change of Control shall be the Payment Amount assuming the Target Level of Performance is achieved for each Performance Goal during the applicable Performance Period.

ARTICLE VIII

Administration

     8.1 In General. The Plan shall be administered under the supervision and direction of the Committee or its designees, as applicable. In administering the Plan, the Committee will determine the Participants and the number of Performance Units to be granted to individual Participants, establish appropriate Fiscal Years, Performance Periods and Performance Goals as bases for payments under the Plan, establish the methods and procedures for measuring performance, and determine the Payment Date and methods and procedures for payment of Awards under the Plan. Further, the Committee may, from time to time, change or waive requirements of the Plan, or outstanding Performance Units, to conform with the law, to meet special circumstances not anticipated or covered in the Plan, or to carry on successful operation of the Plan, and in connection therewith, the Committee or its designee shall have the full power and authority to:

          (a) Prescribe, amend and rescind rules and regulations relating to the Plan, or outstanding Performance Units, establish procedures deemed appropriate for the Plan’s administration, and make any and all other determinations not herein specifically authorized which may be necessary or advisable for its effective administration;

          (b) Make any amendments to or modifications of the Plan which may be required or necessary to make the Plan set forth herein comply with the provisions of any laws, federal or state, or any regulations issued thereunder, and to cause the Company at its expense to take any action related to the Plan which may be required under such laws or regulations; and

          (c) Contest on behalf of Participants or the Company, at the expense of the Company, any ruling or decision on any issue related to the Plan, and conduct any such contest and any resulting litigation to a final determination, ruling or decision.

     Notwithstanding anything herein to the contrary, the Committee may, unless otherwise prohibited from doing so by the Board of Directors or such committee’s charter, delegate any Plan related function it may deem necessary or appropriate to employees of the Company or its Subsidiaries or to third parties.

     Nothing herein shall be deemed to authorize, and the Committee will have no discretion, to alter or amend the Performance Goals or the specific Performance Goals of Awards under the Plan with respect to “named executives” (as that term is defined in Section 402(a)(3) of Regulation S-K) and

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Covered Employees after they have been approved by the Committee unless such exercise of discretion results in a reduction in the Payment Amount with respect to such Participants.

     8.2 Limitation of Liability. No member of the Committee shall be liable for any act, omission, or determination taken or made in good faith with respect to the Plan or any Awards made hereunder, and the members of the Committee shall be entitled to indemnification, defense and reimbursement by the Company in respect of any claim, loss, damage, or expenses (including attorneys’ fees and expenses) arising therefrom to the full extent permitted by law and as provided for in the bylaws of the Company or under any directors’ and officers’ liability or similar insurance coverage or any indemnification agreement that may be in effect from time to time. The Company reserves the right to select counsel to defend any litigation covered by this Section 8.2.

     8.3 Compliance with Section 409A. The Plan (i) is intended to comply with, (ii) shall be interpreted and its provisions shall be applied in a manner that is consistent with, and (iii) shall have any ambiguities therein interpreted, to the extent possible, in a manner that complies with Section 409A.

ARTICLE IX

Term; Withdrawal or Amendment

     9.1 Effective Date and Term. The Plan has been adopted by the Board of Directors effective for Awards issued on or after September 24, 2009 (the “Effective Date”); provided, however, that no payments shall be made under this Plan to Covered Employees unless this Plan has been approved by the Company’s stockholders. The term of the Plan shall continue until November 30, 2014, unless sooner terminated by the Board; provided, however, that such termination must comply with the requirements of Section 409A. No new Awards may be made after the termination of the Plan, but any awards granted prior to November 30, 2014 that have not yet been paid will continue to remain outstanding and will be payable in accordance with and to the extent provided in the Plan and the applicable grant agreements or programs.

     9.2 Withdrawal or Amendment. The Company’s Board of Directors or the Committee may at any time withdraw or amend the Plan. Notwithstanding the foregoing, no amendment or withdrawal following a Change of Control may in any way decrease or eliminate a payment due pursuant to Article VII.

     9.3 Prior Plan. As of its Effective Date, this Plan shall supersede the Current Plan. No further awards will be granted under the Current Plan following such date, but any awards granted under the Current Plan prior to the Effective Date of this Plan that have not yet been paid as of that date will continue to remain outstanding and will be payable in accordance with and to the extent provided in the Current Plan and the applicable grant agreements or programs.

ARTICLE X

Miscellaneous

     10.1 Beneficiaries. Each Participant may designate a beneficiary or beneficiaries to receive, in the event of such Participant’s death, any payments remaining to be made to the Participant under the Plan. Each Participant shall have the right to revoke any such designation and to redesignate a beneficiary or beneficiaries by written notice to the Company to such effect. If any Participant dies without naming a beneficiary or if all of the beneficiaries named by a Participant predecease the Participant, then any amounts remaining to be paid under the Plan shall be paid to the Participant’s estate.

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     10.2 Awards Non-Transferable. Any rights of a Participant under this Plan, and in or to an Award, shall be personal in nature and may not be assigned or transferred (other than a transfer by will or the laws of descent and distribution). Any attempted assignment or transfer of the Award shall be null and void and without effect.

     10.3 Withholding for Taxes. The Company or its Subsidiaries shall have the right to deduct from all payments under the Plan any federal, state, or local taxes required by law to be withheld with respect to such payments.

     10.4 Plan Funding. The Plan shall at all times be unfunded and no provision shall at any time be made with respect to segregating any assets of the Company or its Subsidiaries for payment of any benefits under the Plan. The right of a Participant to receive payment under the Plan shall be an unsecured claim against the general assets of the Company or its Subsidiaries, and neither the Participant nor any other person shall have any rights in or against any specific assets of the Company or its Subsidiaries. The Company and its Subsidiaries may establish a reserve of assets to provide funds for payments under the Plan.

     10.5 No Contract of Employment. The existence of this Plan, as in effect at any time or from time to time, or any grant of Performance Units under the Plan shall not be deemed to constitute a contract of employment between the Company, or its Subsidiaries, and any employee or Participant, nor shall it constitute a right to remain in the employ of the Company or its Subsidiaries.

     10.6 No Right to Participate. Except as provided in Articles III and IV, no Participant or other employee shall at any time have a right to be selected for participation in the Plan, despite having previously participated in an incentive or bonus plan of the Company or its Subsidiaries.

     10.7 Facilitation of Payments. Notwithstanding anything else in this Plan to the contrary, in the event that a payment is due to an employee, or former employee (or a beneficiary thereof), under this Plan and the recipient is a minor, mentally incompetent, or otherwise incapacitated, such payment shall be made to the recipient’s legal representative, or guardian. If there is no such legal representative, or guardian, the Committee, in its sole discretion, may direct that payment be made to any person the Committee, in its sole discretion, believes, by reason of a family relationship, or otherwise, will apply. Upon such payment, for the benefit of the recipient, the Company and each of its Subsidiaries shall be fully discharged of all obligations therefor.

     10.8 Addresses; Missing Recipients. A recipient of any payment under this Plan who is not a current employee of the Company, or its Subsidiaries, shall have the obligation to inform the Company of his or her current address, or other location to which payments are to be sent. Neither the Company nor its Subsidiaries shall have any liability to such recipient, or any other person, for any failure of such recipient, or person, to receive any payment if it sends such payment to the address provided by such recipient by first class mail, postage paid, or other comparable delivery method. Notwithstanding anything else in this Plan to the contrary, if a recipient of any payment cannot be located within 120 days following the date on which such payment is due after reasonable efforts by the Company or its Subsidiaries, such payments and all future payments owing to such recipient shall be forfeited without notice to such recipient. If, within two years (or such longer period as the Committee, in its sole discretion, may determine), after the date as of which payment was forfeited (or, if later, is first due), the recipient, by written notice to the Company, requests that such payment and all future payments owing to such recipient be reinstated and provides satisfactory proof of their identity, such payments shall be promptly reinstated. To the extent the due date of any reinstated payment occurred prior to such reinstatement, such payment shall be made to the recipient (without any interest from its original due date) within 90 days after such reinstatement.

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     10.9 Governing Law. The laws of the State of Delaware (excluding its principles relating to conflicts of laws) shall govern the Plan.

     10.10 Successors. All obligations of the Company and its Subsidiaries under the Plan shall be binding upon and inure to the benefit of any successor to the Company or such Subsidiary, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise.

     10.11 Third Parties. Nothing expressed or implied in this Plan is intended or may be construed to give any person other than eligible Participants any rights or remedies under this Plan.

     10.12 Headings. Section and other headings contained in this Plan are for reference purposes only, and are not intended to describe, interpret, define, or limit the scope, extent or intent of the provisions of the Plan.

     IN WITNESS WHEREOF, the Company has executed this document as of the Effective Date.

SYSCO CORPORATION
By:	/s/ Michael C. Nichols
Name:	Michael C. Nichols
Title:	Sr. Vice President, General Counsel and Secretary

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EX-10.3

Exhibit 10.3

SECOND AMENDMENT
TO THE
FIFTH AMENDED AND RESTATED SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

     THIS SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYSCO CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (this “Amendment”).

     WHEREAS, Sysco Corporation (“Sysco”) has adopted that certain Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan (the “Plan”) pursuant to a plan document effective generally as of July 2, 2008; and

     WHEREAS, pursuant to Section 9.1 of the Plan, the Board of Directors of Sysco or the Committee may amend the Plan at any time by an instrument in writing; and

     WHEREAS, the Committee has determined that it is in the best interests of Sysco to amend the Plan to (i) narrow the definition of “Disability” to conform the Plan to administrative practice; (ii) clarify the definition of the bonus eligible for deferral under the Plan; (iii) remove certain provisions that were applicable only for the limited transition period under Section 409A of the Code; (iv) clarify the order in which the parachute cutback provisions will apply; and (v) clarify certain administrative procedures to ease administration of the Plan and ensure compliance with Section 409A of the Code.

     NOW, THEREFORE, the Plan is hereby amended as follows, effective as of July 2, 2009.

(Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Plan.)

     1. Article I of the Plan is hereby amended by deleting the definition of “Disability” in its entirety and replacing it with the following:

        “Disability. “Disability” means that a Participant has been determined by the Social Security Administration to be totally disabled.”

     2. Article I of the Plan is hereby amended by deleting the definition of “In-Service Distribution Date” and replacing it with the following:

        “In-Service Distribution Date. “In-Service Distribution Date” means January 31^st of the calendar year selected by the Participant during which the Participant’s applicable In-Service Account shall be paid.”

     3. Article I of the Plan is hereby amended by deleting the definition of “MIP Bonus” in its entirety and replacing it with the following:

        “MIP Bonus. “MIP Bonus” means a bonus awarded or to be awarded to the Participant under the Management Incentive Plan, or any bonus awarded or to be

awarded to a Participant as a substitute for or in lieu of such Participant’s MIP Bonus for a Plan Year (including any amounts paid as a substitute for or in lieu of such MIP Bonus pursuant to a severance agreement or other arrangement providing for post-retirement benefits), or such other annual incentive bonus determined by the Committee in its sole discretion.”

     4. Article II of the Plan is hereby amended by adding a new Section 2.3 which shall provide as follows:

     “2.3 Benefits Upon Re-employment. If a Participant, who as a result of a Separation from Service or Disability is receiving or is eligible to receive a distribution of his Account pursuant to Section 6.2, 6.3, or 6.4, is subsequently re-employed by Sysco or an Affiliate, distributions shall commence as provided in Section 6.2, 6.3, or 6.4 without regard to his re-employment, or in the case of a Participant receiving installment payments pursuant to Section 6.2 or 6.3 as of his re-employment date, such payments shall continue unchanged. A separate Account shall be established by the Committee to account for any Deferrals or Company Matches credited on behalf of the Participant, if any, following such Participant’s re-employment.”

     5. Section 6.5 is hereby deleted in its entirety and replaced with the following:

     “6.5 In-Service Distributions. Each In-Service Distribution shall be paid in a lump sum on the In-Service Distribution Date, or as soon as administratively practicable thereafter. Notwithstanding a Participant’s election to receive an In-Service Distribution of some or all of the Participant’s Account, if the Participant’s Retirement, Disability, death or Termination, as applicable, occurs prior to any In-Service Distribution Date(s), the Participant’s remaining In-Service Account balance(s) (after making any In-Service Distributions with respect to In-Service Distribution Date(s) occurring prior to such Participant’s Retirement, death, Disability or Termination but not otherwise paid) shall be distributed pursuant to the Plan’s provisions regarding distributions upon Retirement, Disability, death or Termination, as applicable.”

     6. Section 6.6(b) of the Plan is amended by deleting the last sentence of such Section.

     7. Section 6.11 is hereby deleted in its entirety and replaced with the following:

     “6.11 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments. If any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) of Sysco would either (i) result in such payment not being deductible, whether in whole or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result in the Participant being subject to the excise tax imposed under Section 4999 of the Code, and a reduction under the Sysco Corporation Supplemental Executive Retirement Plan (including the Program) or any other non-qualified defined

benefit or defined contribution plan sponsored by Sysco or any Subsidiary (or any company for which the Participant worked that was acquired by Sysco or any Subsidiary) and approved by the Committee, as applicable, is not sufficient to cause all benefits paid under this Plan to be deductible (and/or not subject to the excise tax under Section 4999 of the Code), then the benefits payable under this Plan shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the benefits payable under this Plan have been reduced to an amount equal to the credit balance of the Participant’s Account attributable to Deferrals, as adjusted for deemed Investment earnings and losses pursuant to Sections 4.4 and 4.5. In determining this limitation: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan will be taken into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors and acceptable to the Participant and reasonably acceptable to Sysco (“Tax Counsel”), determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code will be taken into account (including, without limitation, amounts not treated as a “parachute payment” as a result of the application of Section 280G(d)(4)(A)), (c) no portion of the Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered within the meaning of Section 280G(d)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided by Section 280G(d)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by Sysco’s independent auditors in accordance with Sections 280G(b)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee of the Board of Directors, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 6.11, when it determines that specific situations warrant such action.”

     8. Article VI of the Plan is hereby amended by deleting Section 6.13 in its entirety.

     9. Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this Amendment.

(Signatures on the following page)

     IN WITNESS WHEREOF, Sysco has caused this First Amendment to be executed this 24^th day of September, 2009, effective as set forth herein.

SYSCO CORPORATION
By:	/s/ Michael C. Nichols
	Name:	Michael C. Nichols
	Title:	Sr. Vice President, General Counsel and Corporate Secretary

ATTEST:
By:	/s/ Russell T. Libby
Name:	Russell T. Libby
Title:	Vice President and Associate General Counsel

EX-10.4

Exhibit 10.4

NINTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective June 27, 2009

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		2
ARTICLE II ELIGIBILITY & CONTINUED PARTICIPATION		9
2.1 Initial Eligibility		9
2.2 Frozen Participation		9
2.3 Benefits upon Re-Employment		9
2.4 Participation in this Plan and Other Plans		9
2.5 No Transfers from this Plan to Other Plans		9
2.6 Benefits upon Re-Employment		10
ARTICLE III VESTING		10
3.1 Vesting		10
3.2 Vesting upon a Change of Control		11
3.3 Compensation Committee Discretion		11
ARTICLE IV VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT		12
4.1 Definitions		12
4.2 Minimum Vested Accrued Benefit as of June 28, 2008		16
4.3 Vested Accrued Benefit after June 28, 2008		16
4.4 Retirement Benefit		17
4.5 Benefit Commencement Date		17
4.6 Form of Payment		17
4.7 Temporary Supplement		18
4.8 Administrative Delay		18
4.9 Delay of Payments under Section 409A of the Code		18
ARTICLE V FROZEN PARTICIPATION & DISABILITY		20
5.1 In General		20
5.2 Participation Frozen on or after June 28, 2008		20
5.3 Frozen Participation Deemed Active Participation		20
5.4 Participation Frozen before June 28, 2008		20
5.5 Disability before December 16, 2008		21
ARTICLE VI DEATH BENEFIT		22
6.1 Definitions		22
6.2 Death of Active Participant prior to Age 55		22
6.3 Death of Active Participant after Age 55		23
6.4 Death after a Change of Control that Occurs while an Active Participant		24
6.5 Death of Frozen Participant		24
6.6 Death of Vested Separated Participant		25

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TABLE OF CONTENTS
(continued)

	Page
6.7 Death of Retired Participant before or after Commencement of Benefits		25
6.8 Administrative Delay		26
6.9 Beneficiary Designation for Ten (10) Year Certain Period		26
ARTICLE VII PROVISIONS RELATING TO ALL BENEFITS		28
7.1 Effect of this Article		28
7.2 Termination of Employment		28
7.3 Forfeiture for Cause		28
7.4 Forfeiture for Competition		29
7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments		30
7.6 Claims Procedure		31
ARTICLE VIII ADMINISTRATION		33
8.1 Committee Appointment		33
8.2 Committee Organization and Voting		33
8.3 Powers of the Committee		33
8.4 Committee Discretion		34
8.5 Reimbursement of Expenses		34
8.6 Indemnification		34
ARTICLE IX ADOPTION BY SUBSIDIARIES		35
9.1 Procedure for and Status after Adoption		35
9.2 Termination of Participation by Adopting Subsidiary		35
ARTICLE X AMENDMENT AND/OR TERMINATION		36
10.1 Amendment or Termination of the Plan		36
10.2 No Retroactive Effect on Awarded Benefits		36
10.3 Effect of Termination		36
ARTICLE XI FUNDING		38
11.1 Payments under This Plan are the Obligation of the Company		38
11.2 Plan May Be Funded through Life Insurance Owned by the Company or a Rabbi Trust		38
11.3 Reversion of Excess Assets		38
11.4 Participants Must Rely Only on General Credit of the Company		39
11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited		39
ARTICLE XII MISCELLANEOUS		40
12.1 Responsibility for Distributions and Withholding of Taxes		40
12.2 Limitation of Rights		40
12.3 Benefits Dependent upon Compliance with Certain Covenants		40

-ii- 

TABLE OF CONTENTS
(continued)

	Page
12.4 Distributions to Incompetents or Minors		40
12.5 Nonalienation of Benefits		40
12.6 Reliance upon Information		41
12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise		41
12.8 Severability		41
12.9 Notice		41
12.10 Gender and Number		41
12.11 Governing Law		41
12.12 Effective Date		41
12.13 Compliance with Section 409A		42

-iii- 

NINYH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

          WHEREAS, Sysco Corporation (“Sysco”) established the Sysco Corporation Supplemental Executive Retirement Plan (the “SERP”), originally effective July 3, 1988, to provide certain highly compensated management personnel a supplement to their retirement pay so as to retain their loyalty and to offer them a further incentive to maintain and increase their standard of performance;

          WHEREAS, Sysco’s Board of Directors (the “Board of Directors”) amended and restated the SERP pursuant to that certain Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the “Current Plan”), effective generally as of June 28, 2008, which, among other things adopted the Sysco Corporation MIP Retirement Program, effective as of June 29, 2008, which is attached as Appendix I to the Current Plan (the “Current Program”);

          WHEREAS, pursuant to Section 10.1 of the Current Plan, the Board of Directors, the Committee or their designees may amend the Current Plan and Current Program by an instrument in writing; and

          WHEREAS, the Committee has determined that it is in the best interests of Sysco and its stockholders to amend and restate the Current Plan to (i) incorporate such changes as are necessary to address the adoption of the Sysco Corporation Canadian Executive Capital Accumulation Plan (“CECAP”) in order to avoid the duplication of benefits for executives who participate in both the SERP and CECAP; (ii) clarify the order in which the parachute payment cutback provisions will apply to the SERP following the adoption of CECAP in the event of a change of control of Sysco; (iii) clarify the definition of the bonus that may be included in the calculation of a participant’s eligible earnings under the SERP; (iv) clarify certain administrative procedures to ease administration of the Plan and ensure compliance with Section 409A of the Code; and (v) amend and restate the Current Program as provided therein.

          NOW, THEREFORE, Sysco hereby adopts the Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, effective as of June 27, 2009, as follows:

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ARTICLE I

DEFINITIONS

     1.1 401(k) Plan. “401(k) Plan” means the Sysco Corporation Employees 401(k) Plan, a defined contribution plan qualified under Section 401(a) of the Code any U.S. tax-qualified defined contribution plan successor thereto and any other such plan sponsored by Sysco or a Subsidiary.

     1.2 Active Participant. “Active Participant” means a Participant in the employ of the Company who is not a Frozen Participant.

     1.3 Actuarial Equivalence or Actuarially Equivalent. “Actuarial Equivalence” shall be determined on the basis of the mortality and interest rate assumptions used in computing annuity benefits under the Pension Plan. If there is no Pension Plan in effect at the time any such determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm chosen by the Committee. Such actuarial firm shall select such actuarial assumptions as would be appropriate for the Pension Plan if the Pension Plan remained in existence with its last participant census. “Actuarially Equivalent” means equality in value of the aggregate amounts expected to be received under different forms of payment based on the mortality and interest rate assumptions specified for purposes of Actuarial Equivalence.

     1.4 Affiliate. “Affiliate” means any entity with respect to which Sysco beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

     1.5 Annuity. “Annuity” means a monthly annuity for the life of the Participant with a ten (10) year certain period. Except as provided in Section 4.6, a Participant’s Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity.

     1.6 Beneficiary. “Beneficiary” means a person or entity designated by the Participant under the terms of this Plan to receive any amounts distributed under the Plan upon the death of the Participant.

     1.7 Benefit Commencement Date. “Benefit Commencement Date” means the first date the Participant’s benefits are payable under Section 4.5, without regard to any delay under either Section 4.8 or 4.9.

     1.8 Benefit Limit. “Benefit Limit” shall have the meaning set forth in Section 4.1(l).

     1.9 Benefit Service. “Benefit Service” shall have the meaning set forth in Section 4.1(d).

     1.10 Board of Directors. “Board of Directors” means the Board of Directors of Sysco.

     1.11 Canada/Quebec Pension Plan Offset. “Canada/Quebec Pension Plan Offset” shall have the meaning set forth in Section 4.1(j).

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1.12 Change of Control. “Change of Control” means the occurrence of one or more of the following events:

          (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the then-outstanding shares of Sysco common stock (the “Outstanding Sysco Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of Sysco entitled to vote generally in the election of directors (the “Outstanding Sysco Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from Sysco, (2) any acquisition by Sysco, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Sysco or any Affiliate, or (4) any acquisition by any corporation; pursuant to a transaction that complies with Sections (c)(i), (c)(ii) and (c)(iii), below;

          (b) Individuals who, as of July 1, 2009, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2009 whose election, or nomination for election by Sysco’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;

          (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns Sysco or all or substantially all of Sysco’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Sysco or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination,

3

and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or

          (d) Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.

     1.13 Change of Control Period. “Change of Control Period” shall have the meaning set forth in Section 7.3(d).

     1.14 Code. “Code” means the Internal Revenue Code of 1986, as amended.

     1.15 Committee. “Committee” means the committee administering this Plan (including the Program).

     1.16 Company. “Company” means Sysco and any Subsidiary other than a Non-Participating Subsidiary.

     1.17 Current Plan. “Current Plan” shall have the meaning set forth in the Recitals.

     1.18 Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” shall have the meaning set forth in Section 6.2(a)(ii).

     1.19 Defined Benefit Offset. “Defined Benefit Offset” shall have the meaning set forth in Section 4.1(g).

     1.20 Defined Contribution Offset. “Defined Contribution Offset” shall have the meaning set forth in Section 4.1(h).

     1.21 Determination Date. “Determination Date” means the date as of which a Participant’s Vested Accrued Benefit is calculated. The Determination Date for determining a Participant’s Retirement Benefit under Article IV shall be the date of the Participant’s Retirement or Vested Separation.

     1.22 Early Payment Criteria. “Early Payment Criteria” shall have the meaning set forth in Section 4.5(b).

     1.23 EDCP. “EDCP” means the Sysco Corporation Executive Deferred Compensation Plan, as it may be amended from time to time, and any successor plan thereto.

     1.24 Eligible Earnings. “Eligible Earnings” shall have the meaning set forth in Section 4.1(a).

     1.25 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     1.26 For Cause Event. “For Cause Event” shall have the meaning set forth in Section 7.3.

     1.27 Frozen Participant. “Frozen Participant” shall have the meaning set forth in Section 2.2.

4

     1.28 High-Five Average Compensation as of June 28, 2008. “High-Five Average Compensation as of June 28, 2008” shall have the meaning set forth in Section 4.1(c).

     1.29 Joint and Survivor Annuity. “Joint and Survivor Annuity” means a joint and two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial Equivalent of an Annuity. This annuity is payable during the joint lives of the Participant and his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above, during the ten (10) year certain period, there shall be no reduction in the amount of such payment regardless of the death of either or both the Participant and his spouse.

     1.30 Minimum Vested Accrued Benefit. “Minimum Vested Accrued Benefit” shall have the meaning set forth in Section 10.2.

     1.31 Management Incentive Plan or MIP. “Management Incentive Plan” or “MIP” means the Sysco Corporation 1995 Management Incentive Plan, the Sysco Corporation 2000 Management Incentive Plan and the Sysco Corporation 2005 Management Incentive Plan, as each may be amended, and any successor plans.

     1.32 MIP Participation. “MIP Participation” refers to an individual’s periods of participation in the MIP. Non-continuous periods of MIP Participation (e.g., as a result of a termination and subsequent reemployment) shall be added together. A Participant’s years of MIP Participation shall mean the number of full years of such eligible periods of participation determined on an elapsed time basis.

     1.33 Non-Participating Subsidiary. “Non-Participating Subsidiary” means a Subsidiary that has not adopted this Plan pursuant to Article IX.

     1.34 Officer Ranking. “Officer Ranking” shall have the meaning set forth in Section 2.1(b).

     1.35 Offset Amount. “Offset Amount” shall have the meaning set forth in Section 4.1(f).

     1.36 Participant. “Participant” means an employee of a Company who is eligible for and is participating in this Plan, and any other current or former employee of Sysco and its Subsidiaries who is entitled to a benefit under this Plan. Unless otherwise specified herein, references to a Participant or Participants shall include both Active Participants and Frozen Participants.

     1.37 Pension Plan. “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, as amended from time to time and any U.S. tax-qualified defined benefit pension plan successor thereto.

     1.38 Plan. “Plan” means the Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time. Unless otherwise specified herein, references to “the Plan” or “this Plan” herein shall refer to the Supplemental Executive Retirement Plan only and not the Program.

5

     1.39 Plan Year. “Plan Year” means the period that coincides with the fiscal year of Sysco. Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30th of each calendar year.

     1.40 Program. “Program” means the First Amended and Restated Sysco Corporation MIP Retirement Program the non-qualified deferred compensation plan that is set forth in Appendix I to this Plan, and which covers individuals who first become MIP participants after June 28, 2008, but who do not satisfy the eligibility requirements for participation in this Plan, as set forth in Section 2.1. The Committee in its sole discretion may exclude any MIP participant from participation in the Program.

     1.41 Protected Benefit and Protected Participant. A “Protected Benefit”, as determined under Sections 4.2(b) and 4.3(b), is a benefit which is only applicable to a Protected Participant. A “Protected Participant” is an individual who, as of July 3, 2005, was an Active Participant who was (a) at least age sixty (60) or (b) at least age fifty-five (55) and had at least ten (10) years of MIP Participation.

     1.42 Retired Participant. “Retired Participant” shall have the meaning set forth in Section 6.1(c).

     1.43 Retirement. “Retirement” means the Participant’s Separation from Service from Sysco or its Subsidiaries other than for death, provided that at the time of such Separation from Service, the Participant is at least age fifty-five (55) and has a Vested Accrued Benefit.

     1.44 Retirement Benefit. “Retirement Benefit” means the benefit paid to a Participant at the time and in the amount set forth in Article IV as a result of a Participant’s Retirement or Vested Separation.

     1.45 Section 409A. “Section 409A” means Section 409A of the Code and any other guidance promulgated thereunder.

     1.46 Securities Act. “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

     1.47 Separation from Service. “Separation from Service” means a “separation from service” within the meaning of Section 409A. A Participant shall have experienced a “separation from service” for purposes of Section 409A as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of service performed by the Participant for the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded under Section 409A.

     1.48 Service Factor. “Service Factor” shall have the meaning set forth in Section 4.1(e).

     1.49 Social Security Offset. “Social Security Offset” shall have the meaning set forth in Section 4.1(i).

6

     1.50 Specified Employee. “Specified Employee” means a “specified employee” as defined in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. A Participant shall be treated as a key employee if he meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date (as defined below). If a Participant is a key employee as of an Identification Date, he shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date. For purposes of any Specified Employee determination hereunder, the “Identification Date” shall mean December 31. The Committee may in its discretion amend the Plan to change the Identification Date, provided that any change to the Plan’s Identification Date shall not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

     1.51 Subsidiary. “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes Sysco, as defined in Section 414(b) of the Code, (b) any trade or business under “common control” with Sysco, as defined in Section 414(c) of the Code, (c) any organization which is a member of an “affiliated service group” which includes Sysco, as defined in Section 414(m) of the Code, (d) any other entity required to be aggregated with Sysco pursuant to Section 414(o) of the Code, and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors.

     1.52 Sysco. “Sysco” means Sysco Corporation, the sponsor of this Plan (including the Program).

     1.53 Supplemental Plan(s). “Supplemental Plan(s)” means any non-qualified deferred compensation arrangement sponsored by Sysco or any Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary) and approved by the Committee, other than the Program, that is an offset under the Plan’s benefit formula. All such plans shall be listed on Exhibit A, attached hereto.

     1.54 Ten-Year Final Average Compensation. “Ten-Year Final Average Compensation” shall have the meaning set forth in Section 4.1(b).

     1.55 Total Payments. “Total Payments” means all payments or benefits received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of this Plan, the Program, any Supplemental Plan(s) or the EDCP, and in connection with a change of control of Sysco under the terms of any stock option plan or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who as a result of the completion of transactions causing a change of control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

     1.56 Vested Accrued Benefit. “Vested Accrued Benefit” shall have the meaning set forth in Article IV.

     1.57 Vested Percentage. “Vested Percentage” shall have the meaning set forth in Article III.

7

     1.58 Vested Separated Participant. “Vested Separated Participant” shall have the meaning set forth in Section 6.1(a).

     1.59 Vested Separation. “Vested Separation” means the Participant’s Separation from Service from Sysco or its Subsidiaries, other than upon Retirement or death, if, at the time of the Separation from Service the Participant has a Vested Accrued Benefit.

     1.60 Vesting Service. “Vesting Service” means service with Sysco and its Subsidiaries for which the Participant or Frozen Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded credited service under the Pension Plan for vesting purposes if the Participant were covered under the Pension Plan; provided however, any service before the later of the first date of hire by the Company or the date of acquisition by Sysco or a Subsidiary for which the Participant then worked shall not be included in calculating the Participant’s Vesting Service.

8

ARTICLE II

ELIGIBILITY & CONTINUED PARTICIPATION

     2.1 Initial Eligibility. Unless otherwise determined by the Committee in its sole discretion, eligibility to participate in the Plan shall be determined as follows:

          (a) A Company employee who was a Participant in the Plan on or before June 28, 2008 is eligible.

          (b) A Company employee who first becomes a MIP participant after June 28, 2008 and holds an “Officer Ranking” (as described below) shall be eligible to participate in the Plan, but only if the Committee affirmatively selects such individual as eligible for the Plan. A person has an Officer Ranking if he holds one of the following positions: (i) with respect to Sysco, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Executive Vice President or Senior Vice President (including Senior Vice Presidents of Operations) or an officer of equivalent or higher rank who is selected by the Board of Directors; or (ii) the Chief Executive Officer of one or more Subsidiaries.

     2.2 Frozen Participation. An Active Participant shall have his participation frozen (a “Frozen Participant”) as of the earliest of the date he (a) ceases to be a MIP participant, (b) with respect to a Participant who is eligible to participate by reason of Section 2.1(b), unless otherwise determined by the Committee, such Participant ceases to hold an Officer Ranking, or (c) transfers from the Company to a Non-Participating Subsidiary. Article V sets forth special rules that apply to Frozen Participants.

     2.3 Benefits upon Re-Employment. If a Participant who, as a result of a Separation from Service, is receiving distributions of his Retirement Benefit is subsequently re-employed by Sysco or a Subsidiary, the payment of the Participant’s Retirement Benefit shall continue unchanged during his period of re-employment. The re-employed Participant’s status shall remain that of a Retired Participant for all purposes of this Plan and such Participant shall accrue no additional benefits following re-employment.

     2.4 Participation in this Plan and Other Plans. An employee, who is participating in either or any of the Program and/or the Supplemental Plan(s) at the time such employee first becomes a Participant in this Plan, shall, unless otherwise determined by the Committee in its sole discretion, continue to accrue benefits under the Program and/or such Supplemental Plan(s), as applicable, subject to the terms and conditions of each.

     2.5 No Transfers from this Plan to Other Plans. An employee participating in this Plan or, who has participated in this Plan and who is not nor has not participated in either or any of the Program and/or the Supplemental Plan(s) shall not, unless otherwise determined by the Committee in its sole discretion, be eligible to participate in the Program and/or such Supplemental Plan(s), as applicable.

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     2.6 Benefits upon Re-Employment. If a Retired or Vested Separated Participant is subsequently re-employed by Sysco or an Affiliate, the re-employed Participant’s status shall remain that of a Retired or Vested Separated Participant for all purposes under this Plan and distributions to such Participant shall commence as provided under Section 4.5 without regard to his re-employment or, in the case of a Retired or Vested Separated Participant who is receiving distributions from this Plan as of his re-employment date, such payments shall continue unchanged during his period of re-employment. The re-employed Participant’s status shall remain that of a Retired or Vested Separated Participant for all purposes under this Plan and, except as otherwise determined by the Committee, such Participant shall accrue no additional benefits following re-employment.

ARTICLE III

VESTING

     3.1 Vesting. A Participant’s Vested Percentage for purposes of calculating such Participant’s Vested Accrued Benefit under Article IV shall be determined in accordance with this Article III. For purposes of determining the Participant’s Vested Percentage, the Participant’s age, Vesting Service and MIP Participation are determined as of a Determination Date. The Vested Percentage shall be the greatest of the percentages determined under Sections 3.1(a), (b) and (c), except the schedule under Section 3.1(b) shall not apply for purposes of determining a Protected Participant’s Vested Percentage in his Protected Benefit.

          (a) If the Participant has at least ten (10) years of Vesting Service, his Vested Percentage under this Section 3.1(a) shall be determined as follows:

Participant with at least
ten (10) years of Vesting	Vested
Service whose age is	Percentage
Less than 60		0	%
60 but less than 61		50	%
61 but less than 62		60	%
62 but less than 63		70	%
63 but less than 64		80	%
64 but less than 65		90	%
65 or more		100	%

          (b) If the Participant (i) is at least age fifty-five (55) and (ii) has at least fifteen (15) years of MIP Participation, his Vested Percentage under this Section 3.1(b) (“Rule of 80”) shall be determined as follows:

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Sum of Participant’s full
years of age plus full	Vested
years of MIP Participation	Percentage
Less than 70		0	%
70		50	%
71		55	%
72		60	%
73		65	%
74		70	%
75		75	%
76		80	%
77		85	%
78		90	%
79		95	%
80 or more		100	%

          (c) If the Participant is (i) at least age sixty-two (62), (ii) has completed at least twenty-five (25) years of Vesting Service and (iii) has at least fifteen (15) years of MIP Participation, he shall have a Vested Percentage of 100%.

     3.2 Vesting upon a Change of Control. Notwithstanding Section 3.1 above and subject to Section 7.5, a Participant’s Vested Percentage shall be 100% upon a Change of Control.

     3.3 Committee Discretion. Notwithstanding anything in this Article III to the contrary, the Committee, in its sole discretion, may increase a Participant’s Vested Percentage under Section 3.1 to any percentage not to exceed 100%.

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ARTICLE IV

VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT

     4.1 Definitions. The following definitions are used in this Article IV:

          (a) Eligible Earnings. “Eligible Earnings” means, for a given Plan Year, the sum of the Participant’s (i) salary, including salary deferred under the EDCP, and (ii) to the extent described in the table below: (A) all or a portion of the bonus payable to the Participant under the MIP, any amounts payable to the Participant as a substitute for or in lieu of such MIP bonus for a Fiscal Year (but excluding any amounts paid as a substitute for or in lieu of such MIP bonus pursuant to a severance agreement or other arrangement providing for post-termination benefits, unless otherwise determined by the Committee) (“MIP Bonus”) and (B) the bonus earned under the Sysco Corporation 2006 Supplemental Performance Based Bonus Plan (“Supplemental Performance Bonus”), even if the amounts described above were earned before the individual became a Participant.

	Treatment of Bonuses for Purposes of Eligible Earnings
			Supplemental
Plan Year	MIP Bonus (including any MIP Bonus deferred under the EDCP)		Performance
(PY)	Benefits other than Protected Benefits	Protected Benefits	Bonus
2009 PY and PYs thereafter	Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year	Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year	Excluded
2008 PY	Included, except for MIP Additional Shares and MIP Additional Bonuses	Included, except for MIP Additional Bonuses	Excluded
2007 PY	Included, except for MIP Additional Shares	Included in full	Included, except for calculation of Protected Benefit
2006 PY	Included, except for MIP Additional Shares and MIP Additional Cash Bonuses	Included in full	Excluded
2005 PY and prior PYs	Included in full	Included in full	Excluded

NOTE: The terms “MIP Additional Bonus”, “MIP Additional Shares” and “MIP Additional Cash Bonus” shall have the meanings given to them in the MIP.

No bonus other than those specified in the above table is included in Eligible Earnings.

Eligible Earnings shall not include a Participant’s compensation from a company before the date such company was acquired by Sysco or a Subsidiary.

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Solely for purposes of determining the salary component of Eligible Earnings used in the determination of Ten-Year Final Average Compensation defined in (b) below, “salary” shall mean the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year.

          (b) Ten-Year Final Average Compensation. “Ten-Year Final Average Compensation” means the monthly average of the Participant’s Eligible Earnings for the ten (10) Plan Years (excluding those Plan Years in which the Participant does not have any Eligible Earnings) ending immediately before or coincident with the Calculation Date (as defined below). If the Participant does not have ten (10) Plan Years of Eligible Earnings, the Participant’s Ten-Year Final Average Compensation shall be based on the monthly average of Eligible Earnings for the available Plan Years ending immediately before or coincident with the Calculation Date. The Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year. Similarly, the Plan Year in which the Calculation Date occurs shall be disregarded if the Calculation Date occurs before the last business day of such Plan Year. For purposes of determining a Participant’s Ten Year Final Average Compensation, “Calculation Date” means the date on which the earlier of the following events occurs:

               (i) the Participant becomes a Frozen Participant,

               (ii) a Change of Control occurs, unless the employee remains an employee of the Company and a Participant for the Plan Year in which the Change of Control occurs and the next succeeding three (3) Plan Years; or

               (iii) the earliest to occur of an Active Participant’s death, Retirement or Vested Separation.

          (c) High-Five Average Compensation as of June 28, 2008. “High-Five Average Compensation as of June 28, 2008” means the monthly average of the Participant’s Eligible Earnings for the five (5) full Plan Years (which need not be successive) that yield the highest monthly average of Eligible Earnings out of the ten (10) full Plan Years ending June 28, 2008. If the Participant does not have five (5) full Plan Years of Eligible Earnings, the Participant’s High-Five Average Compensation as of June 28, 2008 shall be based on the monthly average of Eligible Earnings for the available full Plan Years ending June 28, 2008.

          (d) Benefit Service. “Benefit Service” means service with Sysco and its Subsidiaries for which the Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded “credited service” under the Pension Plan for vesting purposes if the Participant was covered under the Pension Plan; provided, however, the Compensation Committee of the Board of Directors may, in its sole discretion, award a Participant additional Benefit Service. Except as provided in Section 5.5, a Frozen Participant’s service after the date his participation was frozen under Section 2.2 shall not count as Benefit Service.

          (e) Service Factor. “Service Factor” means a fraction equal to the Participant’s full years of Benefit Service as of any given Determination Date (not to exceed twenty (20) years) divided by twenty (20).

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          (f) Offset Amount. “Offset Amount” means, as of any given Determination Date, the sum of a Participant’s Defined Benefit Offset, Defined Contribution Offset, Social Security Offset and the Canada/Quebec Pension Plan Offset.

          (g) Defined Benefit Offset. “Defined Benefit Offset” refers to the offset of the Participant’s vested accrued benefit under the (x) Program, and any Supplemental Plan(s), as applicable; and (y) the Pension Plan, and each other U.S. tax-qualified defined benefit plan, or Canadian registered pension plan sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary), each as of the Determination Date and determined as follows:

               (i) Such a vested accrued benefit shall only reflect the benefit derived from employer contributions.

               (ii) Each such vested accrued benefit will be adjusted in accordance with provisions of the applicable plan to reflect an assumed benefit commencement date of the later of (A) the Benefit Commencement Date or (B) the date a retirement benefit is first payable to the Participant under the applicable plan without regard to the actual election made by the Participant under such plan. The resulting amount shall be converted to an Actuarially Equivalent Annuity as of the assumed benefit commencement date.

               (iii) Such benefits shall include prior distributions (subject to the limitation in item (i) and including but not limited to an in-service withdrawal or a qualified domestic relations order distribution), increased with interest. If the prior distribution was a lump-sum payment, interest will be credited from the date of the lump-sum payment. If the prior distribution consists or consisted of periodic payments, the Actuarially Equivalent single-sum value of the stream of payments will be determined as of the date of the first periodic payment and increased with interest from such date. Interest on the lump-sum payment or single-sum value of periodic payments will be credited to the assumed benefit commencement date described in (ii) above using the interest rate used for determining Actuarial Equivalence. The resulting amount will be converted to an Actuarial Equivalent Annuity as described in (ii) above.

          (h) Defined Contribution Offset. “Defined Contribution Offset” refers to the offset of an Annuity that could be provided by the Participant’s vested account balance under the (x) 401(k) Plan, and each other U.S. tax-qualified defined contribution plan or each Canadian tax-registered capital accumulation plan, sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary); and (y) applicable Supplemental Plan(s), if any, determined as follows:

               (i) Such account balance shall only reflect the vested balance derived from employer contributions, excluding the balance attributable to 401(k) Plan salary deferrals.

               (ii) Such account balance shall be determined as of the last day of the month preceding the month of the Determination Date. However, if the Participant has not met the Early Payment Criteria

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as of the Determination Date, this balance will be increased with interest to the Benefit Commencement Date, using the interest rate used for determining Actuarial Equivalence. The balance or, if applicable, balance increased with interest, shall be converted to an Actuarially Equivalent Annuity as of the Benefit Commencement Date.

               (iii) Such balances shall include prior distributions (subject to the limitation in item (i) and including but not limited to an in-service withdrawal or a qualified domestic relations order distribution), increased with interest. Interest will be credited from the date of the lump-sum payment to the Benefit Commencement Date, using the interest rate used for determining Actuarial Equivalence. The resulting balance shall be converted to an Actuarially Equivalent Annuity as of the Benefit Commencement Date.

          (i) Social Security Offset. “Social Security Offset” means, as of any given Determination Date, the Participant’s monthly old-age benefit under the Federal Social Security Act or any similar federal act in effect as of the Determination Date and payable as of the later of age sixty-two (62) or the Benefit Commencement Date (the “Social Security Benefit”), and without regard to whether such Social Security Benefit is actually delayed, superseded, or forfeited because of failure to apply or for any other reason. The amount of the Social Security Benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant concerned and it shall be assumed that the Participant has no compensation after the Determination Date. Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined by the Social Security Administration.

          (j) Canada/Quebec Pension Plan Offset. “Canada/Quebec Pension Plan Offset” means, as of any given Determination Date, the Participant’s monthly retirement benefit payable under the Canada Pension Plan or Quebec Pension Plan, as applicable, as in effect on the Determination Date and payable as of the later of age sixty (60) or the Benefit Commencement Date (the “Canada/Quebec Pension Benefit”), and without regard to whether such Canada/Quebec Pension Benefit is actually delayed, superseded, or forfeited because of failure to apply or for any other reason. The amount of the Canada/Quebec Pension Benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant concerned and it shall be assumed that the Participant has no compensation after the Determination Date. Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable.

          (k) Participant who has paid into both the US Federal Social Security and either the Canada Pension Plan or the Quebec Pension Plan. If a Participant has paid into both the US Federal Social Security and either the Canada Pension Plan or the Quebec Pension Plan, while an employee of Sysco or its Subsidiaries, the monthly Social Security Offset will be assumed to be zero and the monthly Canada/Quebec Pension Plan Offset will be determined to be a theoretical amount calculated under the Canada Pension Plan or Quebec Pension Plan, as applicable, as if the Participant had always been covered under and contributing to the Canada Pension Plan or

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Quebec Pension Plan. For purposes of determining the monthly Canada/Quebec Pension Plan Offset, the amount of the benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant while a Canadian Participant. Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable. Any pay for periods prior to the Determination Date and after the latest data furnished shall be estimated by applying a salary scale factor, and the factor applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable. It shall be assumed that the Participant has no compensation after the Determination Date. For purposes of the Temporary Supplement of Section 4.7, the Participant will be treated as a Canadian Participant, regardless of the Participant’s status at Retirement or Vested Separation.

          (l) Benefit Limit. “Benefit Limit” means the limit in effect for the Plan Year in which the distribution event occurs and equals USD $178,537 per month for distribution events occurring in the Plan Year ending June 28, 2008. For distribution events that occur in a Plan Year ending after June 28, 2008, such monthly amount shall be adjusted in accordance with the percentage increase, if any, in the Consumer Price Index for All Urban Consumers (“CPI-U”), as measured from (1) June of the second Plan Year preceding the Plan Year during which such distribution event occurred to (2) June of the Plan Year immediately preceding the Plan Year during which such distribution event occurred.

     4.2 Minimum Vested Accrued Benefit as of June 28, 2008. An Active Participant as of June 28, 2008 shall have a Minimum Vested Accrued Benefit as of June 28, 2008, equal to:

          (a) In General. The Participant’s { High-Five Average Compensation as of June 28, 2008 × 50% × Service Factor × Vested Percentage } less Offset Amount; provided, however, the resulting amount shall not exceed the Participant’s Vested Percentage × Benefit Limit.

          (b) For a Protected Participant. The greater of (i) the amount determined under Section 4.2(a) above or (ii) the Protected Minimum Vested Accrued Benefit equal to the Protected Participant’s { (High-Five Average Compensation as of June 28, 2008 × 50%) less Offset Amount } × Service Factor × Vested Percentage.

The Determination Date for the elements in the benefit formulas under this Section 4.2 shall be June 28, 2008 with the exception of the Vested Percentage and Benefit Limit, both of which shall be determined as of the date of the distribution event.

     4.3 Vested Accrued Benefit after June 28, 2008. An Active Participant’s Vested Accrued Benefit as of a Determination Date after June 28, 2008 shall equal the greater of the Participant’s benefit, if any, under Section 4.2 above, or

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          (a) In General. The Participant’s { Ten-Year Final Average Compensation × 50% × Service Factor × Vested Percentage } less Offset Amount; provided however, the resulting amount shall not exceed the Participant’s Vested Percentage × Benefit Limit.

          (b) For a Protected Participant. The greater of (i) the amount determined under Section 4.3(a) above or (ii) the Protected Benefit equal to the Protected Participant’s { (Ten-Year Final Average Compensation × 50% ) less Offset Amount } × Service Factor × Vested Percentage.

The Determination Date for the elements in the benefit formulas under Sections 4.3(a) and (b) above shall be the date of the distribution event.

     4.4 Retirement Benefit. A Participant’s Retirement Benefit shall equal the Participant’s Vested Accrued Benefit determined under Section 4.3, where the Determination Date for calculating such Vested Accrued Benefit is the Participant’s date of Retirement or Vested Separation.

     4.5 Benefit Commencement Date.

          (a) Normal Payment Criteria. Unless a Participant satisfies the Early Payment Criteria under Section 4.5(b), payment of the Participant’s Retirement Benefit under Section 4.4 shall begin on the first day of the month coincident with or next following his sixty-fifth (65th) birthday or his actual Retirement or Vested Separation date, whichever is later, if he survives to the applicable date.

          (b) Early Payment Criteria. If a Participant Separates from Service before age sixty-five (65) and satisfies the Early Payment Criteria set forth below as of his Retirement or Vested Separation date, payment of the Participant’s Retirement Benefit under Section 4.4 shall begin on the first day of the month coincident with or next following the Participant’s Retirement date, if he survives to the applicable date. The “Early Payment Criteria” are as follows:

               (i) Criteria for Early Payment of a Protected Benefit: As of his Retirement or Vested Separation, the Participant is at least age sixty (60), has at least 10 years of MIP Participation and has at least twenty (20) years of Vesting Service.

               (ii) Criteria for Early Payment of a Benefit other than a Protected Benefit: As of his Retirement or Vested Separation, the Participant has either (1) satisfied the criteria in Section 4.5(b)(i) above or (2) is at least age fifty-five (55) and has at least fifteen (15) years of MIP Participation.

     4.6 Form of Payment.

          (a) Participants in the Plan as of June 28, 2008. If, as of June 28, 2008, the Participant is (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity.

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          (b) Participants Who First Become Eligible to Participate in the Plan after June 28, 2008. If, as of the date a Participant first becomes eligible to participate in this Plan the Participant is (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity.

          (c) Committee Discretion. Notwithstanding anything to the contrary in this Section 4.6, at any time after a Participant’s Separation from Service but prior to the date any annuity payment is made to the Participant under this Plan, the Committee may change the form of payment of a Participant’s Retirement Benefit between an Annuity and Joint and Survivor Annuity based upon the marital status of such Participant as of the date of such change, and such change shall become immediately effective, provided that such change shall become effective only if the Annuity and Joint and Survivor Annuity are “actuarially equivalent life annuities” within the meaning of Section 409A.

     4.7 Temporary Supplement. A U.S. Participant who retires before age sixty-two (62) and meets the criteria of Section 4.5(b)(i) or 4.5(b)(ii) above, shall, in addition to his Retirement Benefit under Section 4.4, receive a Temporary Supplement equal to such Participant’s monthly Social Security Offset. A Canadian Participant who retires before age sixty (60) and meets the criteria of Section 4.5(b)(i) or 4.5(b)(ii) above, shall in addition to his Retirement Benefit under Section 4.4, be paid a Temporary Supplement equal to such Participant’s monthly Canada/Quebec Pension Plan Offset. The Determination Date of the monthly Social Security Offset or Canada/Quebec Pension Plan Offset, as applicable, shall be the Participant’s date of Retirement. The Temporary Supplement will be paid to an eligible Participant through and including the earlier of (a) the month in which the Participant dies or (b) the month in which the U.S. Participant attains age sixty-two (62) or the Canadian Participant attains age sixty (60).

     4.8 Administrative Delay. Except as required under Section 4.9, payment of the Participant’s Retirement Benefit and, if applicable, Temporary Supplement shall begin on the Benefit Commencement Date set forth in Section 4.5 or the first day of the month as soon as administratively practicable thereafter but in no event later than the last day of the taxable year in which the Benefit Commencement Date occurs, or if later within seventy-five (75) days of the Benefit Commencement Date, unless an exception under Section 409A applies. The aggregate amount of any delayed payments, without interest, shall be paid to the Participant on such delayed commencement date.

     4.9 Delay of Payments under Section 409A of the Code. Notwithstanding any provision of Sections 4.5 and 4.7 to the contrary, if the distribution of a Retirement Benefit under Section 4.5 (and, if applicable, a Temporary Supplement under Section 4.7) to a Participant who is a Specified Employee result from such Participant’s Retirement or Vested Separation, such distributions shall not commence earlier than the date that is six (6) months after the date of such Participant’s Retirement or Vested Separation if such earlier commencement would result in the imposition of tax under Section 409A. If distributions to a Participant are so delayed, such distributions shall commence at the later of (a) the first day of the month coincident with or next following the date that is six (6)

18

months after the Participant’s Retirement or Vested Separation date; or (b) the Participant’s Benefit Commencement Date. If a Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement date.

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ARTICLE V

FROZEN PARTICIPATION & DISABILITY

     5.1 In General. This Article V provides special rules that apply to a Participant who is a Frozen Participant or who has a Separation from Service due to Disability (as defined in the Current Plan) prior to December 16, 2008. To the extent that this Article V or other provisions of the Plan do not otherwise specify, such Participant shall be treated as any other Participant to the extent necessary to implement this Article V.

     5.2 Participation Frozen on or after June 28, 2008. For ease of reference, special rules applicable to a participant who becomes a Frozen Participant, as described in Section 2.2, on or after June 28, 2008 are restated below:

          (a) Vesting Service and Age Credit. During the period of time during which his participation is frozen, a Frozen Participant shall continue to be awarded Vesting Service and age credit for vesting purposes under Article III and satisfaction of the Early Payment Criteria under Section 4.5(b).

          (b) Benefit Service. A Frozen Participant’s service after the date his participation is frozen shall not count as Benefit Service.

          (c) Ten-Year Final Average Compensation. A Frozen Participant’s Ten-Year Final Average Compensation shall be determined as of the date his participation is frozen and frozen as of such date.

          (d) MIP Participation. Frozen Participation shall not count as MIP Participation, except during periods in which such Frozen Participant is a MIP participant.

          (e) Offset Amount. No special rule applies to a Frozen Participant’s Offset Amount. The Participant’s Offset Amount is determined as though his participation had never been frozen.

     5.3 Frozen Participation Deemed Active Participation. Notwithstanding anything to the contrary contained in Section 5.4, a Frozen Participant shall be treated as if his participation had never been frozen if (a) he remains a Company employee after his participation is frozen and subsequently becomes eligible to participate in the Plan or (b) his participation is frozen after a Change of Control and he dies or is terminated from the employ of the Company by the then management within four (4) years after that Change of Control.

     5.4 Participation Frozen before June 28, 2008. The provisions of Sections 5.4 and 5.5 shall also apply to a Participant whose participation was frozen before June 28, 2008, except such Frozen Participant’s Vested Accrued Benefit shall be determined using the benefit formula in effect under the Plan as of the date his participation was frozen.

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     5.5 Disability before December 16, 2008. The provisions of Sections 5.2(c) and (d) of the Current Plan shall continue to apply to a Participant whose Separation from Service due to Disability (as defined in the Current Plan) occurred on or before December 16, 2008. Notwithstanding the foregoing, if a Participant Separated from Service due to Disability (as defined in the Current Plan) before June 28, 2008, such Participant’s Vested Accrued Benefit shall be determined using the benefit formula in effect under the Plan as of the date of his Separation from Service due to Disability (as defined in the Current Plan).

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ARTICLE VI

DEATH BENEFIT

     6.1 Definitions. The following definitions are used in this Article VI:

          (a) Vested Separated Participant. “Vested Separated Participant” means a Participant entitled to a deferred Vested Accrued Benefit commencing under the payment criteria under Section 4.5(a) and whose Benefit Commencement Date has not occurred.

          (b) Retired Participant. “Retired Participant” means a Participant (1) whose Benefit Commencement Date has occurred but who has not yet received his first benefit payment or (2) who is receiving benefit payments.

     6.2 Death of Active Participant prior to Age 55. If an Active Participant dies prior to attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to receive a death benefit as described below:

          (a) Amount of Death Benefit. The amount of each installment of the annual death benefit shall equal 25% of the Participant’s Three-Year Final Average Compensation, determined as follows:

               (i) “Three-Year Final Average Compensation” means the annual average of the Participant’s Death Benefit Eligible Earnings for the three (3) Plan Years (excluding those Plan Years in which the Participant does not have any Eligible Earnings) ending immediately before or coincident with the Participant’s date of death. Unless otherwise provided herein, the Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year. Similarly, the Plan Year in which death occurs shall be disregarded if death occurs before the last business day of such Plan Year. If the Participant does not have three (3) Plan Years of Death Benefit Eligible Earnings, the Participant’s Three-Year Final Average Compensation shall be based on the annual average of Death Benefit Eligible Earnings for the available Plan Years ending immediately before or coincident with the Participant’s date of death. If all Plan Years have been excluded (i.e. there are no “available” Plan Years), Three-Year Final Average Compensation shall mean the Participant’s Death Benefit Eligible Earnings in the Plan Year in which he was originally hired.

               (ii) “Death Benefit Eligible Earnings” shall have the same meaning as “Eligible Earnings” (as defined in Section 4.1(a)); provided, however, the salary component of Eligible Earnings shall mean the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year, and the cap on the MIP Bonus shall not apply.

          (b) Duration of Death Benefit. The above death benefit will be payable annually to the Beneficiary for a period of ten (10) years certain, with the first installment commencing on the first day of the month

22

coincident with or next following the Participant’s death, and with each of the nine (9) remaining installments payable on the annual anniversaries of the date of such first payment.

          (c) Participation under this Plan and the Program. In the event that an Active Participant also participates in the Program at the time of his death, the Participant shall be entitled to a death benefit from this Plan, and not the Program.

          (d) Participation under this Plan and a Supplemental Plan. In the event that an Active Participant is participating or has participated in one or more of the Supplemental Plan(s), the death benefit payable to such Participant from this Plan shall be reduced as set forth on Exhibit B, attached hereto.

     6.3 Death of Active Participant after Age 55. If an Active Participant dies after attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the single sum value of the death benefit determined as follows:

          (a) Combined Value of Death Benefit under this Plan and the Program.

               (i) If such Participant, as of his date of death, is at least age sixty-five (65) or satisfies the Early Payment Criteria under Section 4.5(b), the single-sum value of the death benefit payable under this Plan and the Program shall equal the greater of the Actuarially Equivalent single-sum value of (A) the death benefit that would be payable under Section 6.2 if the age condition did not apply or (B) the sum of (x) the Retirement Benefit that would have been payable to the Participant as an Annuity under Article IV assuming the Participant retired on his date of death and (y) in the case of an Active Participant who also participates in the Program, the Retirement Benefit (as defined in the Program) that would have been payable to the Participant as an Annuity pursuant to Section 4.4 of the Program assuming the Participant had retired on his date of death (taking into account any applicable reductions set forth under Section 4.4 of the Program).

               (ii) If such Participant does not satisfy the conditions in 6.3(a)(i) above, the combined single-sum value of the death benefit payable under this Plan and the Program shall equal the greater of the Actuarially Equivalent single-sum value of (A) the death benefit that would be payable under Section 6.2 if the age condition did not apply or (B) the sum of (x) the hypothetical immediate Annuity equal to (i) the deferred Annuity that would have been payable to the Participant under Article IV as of the applicable Benefit Commencement Date under Section 4.5(a) assuming the Participant had retired on his date of death, reduced by (ii) five-ninths (5/9ths) of one percent (1%) for each full calendar month by which the first payment of the death benefit precedes such Benefit Commencement Date and (y) in the case of an Active Participant who also participates in the Program, the Retirement Benefit (as defined in the Program) that would have been payable to the Participant as an Annuity pursuant to Section 4.4 of the Program assuming the Participant had retired on his date of death (taking into account any applicable reductions set forth in Section 4.4 of the Program).

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          (b) Allocation of Death Benefit between this Plan and the Program. If an Active Participant also participates in the Program at the time of his death and the resulting death benefit is determined pursuant to either Section 6.3(a)(i)(A) or 6.3(a)(ii)(A) above, the value of such death benefit shall be paid under this Plan and no additional benefit shall be paid under the Program. Otherwise, the value of the death benefit determined pursuant to either Section 6.3(a)(i)(B)(x) or 6.3(a)(ii)(B)(x), as applicable, shall be paid under this Plan and the value of the death benefit determined pursuant to either Section 6.3(a)(i)(B)(y) or 6.3(a)(ii)(B)(y), as applicable, shall be paid under the Program.

          (c) Participation under this Plan and a Supplemental Plan. In the event an Active Participant is participating or has participated in one or more Supplemental Plan(s), the death benefit payable to such Participant from this Plan shall be reduced as set forth on Exhibit B, attached hereto.

     6.4 Death after a Change of Control that Occurs while an Active Participant. If a Participant is (a) an Active Participant when a Change of Control occurs, (b) continues as an Active Participant or becomes a Vested Separated Participant and (c) dies within four (4) years of such Change of Control, a death benefit shall be payable to such Participant’s Beneficiary. The death benefit shall be determined under either Section 6.2 or 6.3, as applicable, based on such Active or Vested Separated Participant’s age as of his date of death and modified as follows:

          (a) Three-Year Final Average Compensation under Section 6.2 shall be determined as of the Active Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested Separation.

          (b) The Determination Date of the Article IV Retirement Benefit under Section 6.3 shall be the Active Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested Separation.

          (c) Satisfaction of the Early Payment Criteria shall be determined as of the Active Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested Separation.

     6.5 Death of Frozen Participant. If a Frozen Participant dies while in the employ of Sysco or a Subsidiary prior to attaining age fifty-five (55), such Frozen Participant’s spouse or other Beneficiary shall not be entitled to a death benefit under this Plan. If a Frozen Participant dies while in the employ of Sysco or a Subsidiary on or after attaining age fifty-five (55) and such Frozen Participant has a Vested Accrued Benefit, such Frozen Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Frozen Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical Retirement Benefit on his date of death, determined as follows:

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          (a) If the Participant satisfied the Early Payment Criteria on his date of death, the amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his date of death, adjusted, as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.6.

          (b) If the Participant did not meet the requirements of Section 6.5(a), the amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his date of death, reduced, for the period by which the first payment of the death benefit precedes the date the Participant would have attained age sixty-five (65), by 5/9ths of one percent (1%) for each full calendar month by which the first payment of the death benefit precedes the month in which the Participant would have attained age sixty-five (65), adjusted, as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.6.

          (c) For purposes of determining the amount of the survivor’s benefit under this Section 6.5, if a Participant’s Retirement Benefit would have been paid in the form of a Joint and Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of the conversion to a Joint and Survivor Annuity.

     6.6 Death of Vested Separated Participant. Upon the death of a Vested Separated Participant who was not a Frozen Participant as of his date of Retirement or Vested Separation, such Participant’s Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Subject to Section 6.4, such monthly annuity shall be Actuarially Equivalent to the single-sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical retirement benefit on his date of death. The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his Retirement or Vested Separation date, reduced, for the period by which the first payment of the death benefit precedes the first day of the month on or after date the Participant would have attained age sixty-five (65), by 5/9ths of one percent (1%) for each of the first one hundred twenty (120) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence), adjusted as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.6. For purposes of determining the amount of the survivor’s benefit under this Section 6.6, if a Participant’s Retirement Benefit would have been paid in the form of a Joint and Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of the conversion to the Joint and Survivor Annuity.

     6.7 Death of Retired Participant before or after Commencement of Benefits. If a Retired Participant (a) dies before benefit payments begin and was not a Frozen Participant at Retirement or (b) dies after benefit payments begin, any death benefit that may be payable is a function of the form of payment applicable to such Retired Participant (Joint and Survivor Annuity or Annuity as provided under Section 4.6), as described below:

          (a) Joint and Survivor Annuity.

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               (i) Death of Participant or Spouse during Ten (10) Year Certain Period. If either the Participant or his spouse (but not both) dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period and then two-thirds (2/3) of that amount shall be paid to the survivor for life.

               (ii) Death of Both Participant and Spouse during Ten (10) Year Certain Period. If both the Participant and his spouse die before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

               (iii) Cessation of Benefits. No further benefits are payable after the later of (a) the deaths of the Participant and his spouse or (b) the end of the ten (10) year certain period.

               (iv) Spouse. For purposes of this Section 6.7(a), “spouse” refers to the Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor Annuity, even if the Participant is married to a different individual at the time of the Participant’s death.

          (b) Annuity.

               (i) Death of Participant during Ten (10) Year Certain Period. If the Participant dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

               (ii) Cessation of Benefits. No further benefits are payable after the later of (a) the death of the Participant or (b) the end of the ten (10) year certain period.

     6.8 Administrative Delay. Death benefits shall commence as of the date set forth in this Article VI or the first day of the month as soon as administratively practicable thereafter but in any event within ninety (90) days of the Participant’s death. The aggregate amount of any such delayed payments, without interest on such delayed payments, shall be paid to the Beneficiary on such delayed commencement date.

     6.9 Beneficiary Designation for Ten (10) Year Certain Period. A Beneficiary designation shall be effective upon receipt by the Committee of a properly executed form which the Committee has approved for that purpose, and shall remain in force until revoked or changed by the Participant. The Participant may, from time to time, revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Committee.

          (a) Upon entering the Plan, each Participant shall file with the Committee a designation of one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3, 6.4, 6.5 and 6.6 shall be payable.

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Any Beneficiary designation by a married Participant who designates any person or entity other than the Participant’s spouse shall be ineffective unless the Participant’s spouse has indicated consent by completing and signing the applicable spousal consent section of the approved beneficiary designation form.

          (b) Upon Retirement and prior to commencement of benefits under Article IV, the Participant shall designate one or more Beneficiaries to receive the remaining period certain payments, which designation shall be made and modified in accordance with the procedures set forth in this Section 6.9. If the Participant does not designate one or more Beneficiaries to receive the remaining period certain payments, the Beneficiaries designated by the Participant upon entering the Plan shall be the Participant’s Beneficiaries for purposes of the remaining period certain payments. A spouse of a Participant may not change the Beneficiaries designated by the Participant, including the Beneficiaries to whom the remaining period certain payments may be paid. Notwithstanding the preceding sentences of this section 6.9 (b), in the case of a Joint and Survivor Annuity, a Beneficiary designation shall have no effect unless the Participant and the Participant’s spouse both die during the ten (10) year certain period and (b) if the Participant dies during the ten (10) year certain period and the Beneficiaries designated by the Participant have predeceased the Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving the survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.

          (c) If there is no valid Beneficiary designation on file with the Committee at the time of the Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate. A Beneficiary who is an individual shall be deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the date of the Participant’s death. If any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to exist, before receiving all payments due under this Article VI, the balance of the payments that would have been paid to that Beneficiary shall, unless the Participant’s designation provides otherwise, be distributed to the deceased individual Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate.

          (d) To the extent applicable, if a Participant does not have a Beneficiary designation under this Plan, but does have a Beneficiary designation under the Program, the Beneficiary designation under the Program shall apply to this Plan, unless the Participant makes a new Beneficiary designation under this Plan pursuant to the terms and conditions described above.

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ARTICLE VII

PROVISIONS RELATING TO ALL BENEFITS

     7.1 Effect of this Article. The provisions of this Article shall control over all other provisions of the Plan (including the Program).

     7.2 Termination of Employment. A Participant’s termination of employment for any reason prior to the Participant’s vesting under Article III shall cause the Participant and all his Beneficiaries to forfeit all interests in and under this Plan, other than any benefit payable to such Participant’s Beneficiaries under Article VI.

     7.3 Forfeiture for Cause.

          (a) Forfeiture on Account of Discharge. If the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and a former Participant, that the Participant was discharged by Sysco or a Subsidiary for: (i) fraud, (ii) embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his employment by Sysco or a Subsidiary which damaged Sysco or a Subsidiary, or (vi) disclosing trade secrets of Sysco or a Subsidiary ((i) through (vi) individually and collectively referred to as a “For Cause Event”), the entire Vested Accrued Benefit of the Participant and/or his Beneficiaries shall be forfeited.

          (b) Forfeiture after Commencement of Benefits. If the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the former Participant, that a former Participant who has begun receiving benefits under this Plan engaged in a For Cause Event during his employment with Sysco or a Subsidiary (even though the Participant was not discharged from Sysco or the Subsidiary for such a For Cause Event), the former Participant’s and/or Beneficiaries remaining benefit payments under the Plan (including the Program) shall be forfeited.

          (c) Committee Discretion. The decision of the Committee as to the existence of a For Cause Event shall be final. No decision of the Committee shall affect the finality of the discharge of the Participant by Sysco or the Subsidiary in any manner.

          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeitures created by Sections 7.3(a) and 7.3(b) above shall not apply to a Participant or former Participant who: (i) is discharged during the Plan Year in which a Change of Control occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the “Change of Control Period”) or (ii) during the Change of Control Period is determined by the Committee to have engaged in a For Cause Event, unless an arbitrator selected to review the Committee’s findings agrees with the Committee’s determination to apply the forfeiture. The arbitration shall be governed by the provisions of Section 7.6(e) below.

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     7.4 Forfeiture for Competition. If, at the time a distribution is being made or is to be made to a Participant, the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the Participant, that the Participant has engaged in any of the conduct set forth in this Section 7.4, the entire benefit remaining to be paid to the Participant and/or his Beneficiaries shall be forfeited, even though it may have been previously vested under any portion of this Plan; provided, however, that this Section 7.4 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during a Change of Control Period. A forfeiture shall occur if, at any time after his termination of employment from Sysco or a Subsidiary and while any remaining benefit is to be paid to the Participant and/or his Beneficiaries under this Plan, and without written consent of Sysco’s Chief Executive Officer or General Counsel, the Participant:

          (a) either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a business which competes with any aspect of the business of Sysco or a Subsidiary by which he was formerly employed (as the scope of Sysco’s or such Subsidiary’s business is defined as of the date of Participant’s termination of employment) in a trade area served by Sysco or the Subsidiary and in which the Participant directly or indirectly represented Sysco or the Subsidiary while employed by it; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

          (b) either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a customer or supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or a Subsidiary by which he was formerly employed; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

          (c) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets, solicits or sells to any actual or prospective customer of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

          (d) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets to, solicits or buys from any supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

          (e) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly solicits, offers employment to, hires or otherwise enters into a consulting relationship with any employee of Sysco or any Subsidiary;

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          (f) either (i) fails to return to Sysco or the Subsidiary by which he was formerly employed, within ten (10) days of any request issued to the Participant, any and all trade secrets or confidential information or any portion thereof and all materials relating thereto in his possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any means, or for any purpose, any Sysco or Subsidiary trade secrets or confidential information or any portion thereof or any materials relating thereto; or

          (g) makes any disparaging comments or accusations detrimental to the reputation, business, or business relationships of Sysco (as reasonably determined by Sysco or a Subsidiary), and the Participant fails to retract such comments or accusations within sixty (60) days after written notice demanding such retraction has been provided to him by or on behalf of Sysco or the Subsidiary.

     7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments. If any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) of Sysco would either (i) result in such payment not being deductible, whether in whole or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result in the Participant being subject to the excise tax imposed under Section 4999 of the Code, then the benefits payable under the Program, and/or any Supplemental Plan(s), as applicable, shall first be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code (and/or not subject to the excise tax under Section 4999 of the Code) or the benefits payable under the Program, or any Supplemental Plan(s), as applicable, are reduced to zero. If a Participant is entitled to a benefit under more than one (1) of the plans referred to in the previous sentence, then the reduction shall be applied first to the plan (or plans) in which the Participant is not then actively participating as of the date of the change of control in the order determined by the Committee in its sole discretion. If any further reduction is necessary, the benefits payable under this Plan shall be reduced as provided herein, and then, if necessary, the benefits payable under the EDCP shall be reduced under the terms of that plan. The reduction in benefits payable under this Plan, if any, shall be determined by reducing the Vested Percentage of the Participant’s Vested Accrued Benefit. In determining the amount of the reduction, if any, under this Plan: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan shall be taken into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors and reasonably acceptable to the Participant (“Tax Counsel”), determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into account (including, without limitation, amounts not treated as a “parachute payment” as a result of the application of Section 280G(b)(4)(A)), (c) no portion of the Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided by Section 280G(b)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Sysco’s independent auditors in accordance with Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee of the Board of

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Directors, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 7.5, when it determines that specific situations warrant such action.

     7.6 Claims Procedure. Any person who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (including the Program) (referred to hereinafter as a “Claimant”) must file a written request for such benefit with the Committee; provided, however, that any claim involving entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control shall be governed by mandatory arbitration under Section 7.6(e). Such written request must set forth the Claimant’s claim and must be addressed to the Committee at the Company’s principal office.

          (a) Initial Claims Decision. The Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days (or forty-five (45) days for a disability-based claim) after the claim is filed with the Committee; provided, however, that the Committee may have up to an additional ninety (90) days (or up to two (2) thirty (30) day periods for a disability-based claim), to decide the claim, if the Committee determines that special circumstances require an extension of time to decide the claim, and the Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim.

          (b) Appeals. A Claimant may appeal the Committee’s decision by submitting a written request for review to the Committee within sixty (60) days (or 180 days for a disability-based claim) after the earlier of receiving the denial notice or after expiration of the initial review period. Such written request must be addressed to the Committee at the Company’s principal office. In connection with such request, the Claimant (and his or her authorized representative, if any) may review any pertinent documents upon which the denial was based and may submit issues and comments in writing for consideration by the Committee. If the Claimant’s request for review is not received within the earlier of sixty (60) days (or 180 days for a disability-based claim) after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Committee’s determination.

          (c) Decision Following Appeal. The Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days (or forty-five (45) days for a disability-based claim) following its receipt of the Claimant’s request for appeal; provided, however, that the Committee may have up to an additional sixty (60) days (or forty-five (45) days for a disability-based claim) to decide the claim, if the Committee determines that special circumstances require an extension of time to decide the claim and the Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim. The Committee shall notify the Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse.

          (d) Decisions Final; Procedures Mandatory. A decision on appeal by the Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.6 shall be a precondition to commencement of mandatory and binding arbitration set forth in Section 7.6(e) below.

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Notwithstanding the preceding sentence, the Committee may, in its sole discretion, waive the procedures described in Sections 7.6(a) through 7.6(c) as a precondition to mandatory and binding arbitration set forth in Section 7.6(e) below.

          (e) Mandatory and Binding Arbitration. Any dispute that in any way relates to this Plan (including the Program), including, without limitation, any benefit allegedly due under this Plan (including the Program) or that is the subject of any forfeiture decision under this Plan (including the Program), shall be submitted to mandatory and binding arbitration before the American Arbitration Association (“AAA”), in accordance with the Employee Benefit Plan Claims Arbitration Rules established by the AAA, at the sole and exclusive jurisdiction of the AAA’s regional office for the State of Delaware. The arbitrator shall be selected by permitting the Company and the Participant to strike one name each from a panel of three names obtained from the AAA from its panel of Employee Benefit Plan Claims Arbitrators. The person whose name is remaining shall be the arbitrator. The arbitrator shall determine the extent of discovery, if any, that is needed to resolve the dispute after hearing the positions of each party regarding the need for discovery. The arbitrator shall be bound to apply the laws of the State of Delaware to resolve any dispute without regard for any conflict of law principles, as each Participant acknowledges that the Company is organized under the laws of the State of Delaware. The decision of the arbitrator shall be final and binding on both parties.

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ARTICLE VIII

ADMINISTRATION

     8.1 Committee Appointment. The Committee shall be appointed by the Board of Directors or its designee. Each Committee member shall serve until his or her resignation or removal. The Board of Directors, or its designee, shall have the sole discretion to remove any one or more Committee members and appoint one or more replacement or additional Committee members from time to time.

     8.2 Committee Organization and Voting. The organizational structure and voting responsibilities of the Committee shall be as set forth in the bylaws of the Committee.

     8.3 Powers of the Committee. The Committee shall have the exclusive responsibility for the general administration of this Plan (including the Program) according to the terms and provisions of this Plan (including the Program) and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

          (a) to make rules and regulations for the administration of this Plan (including the Program);

          (b) to construe all terms, provisions, conditions and limitations of this Plan (including the Program);

          (c) to correct any defect, supply any omission or reconcile any inconsistency that may appear in this Plan (including the Program) in the manner and to the extent it deems expedient to carry this Plan (including the Program) into effect for the greatest benefit of all parties at interest;

          (d) subject to Section 7.3(c), to resolve all controversies relating to the administration of this Plan (including the Program), including but not limited to:

               (i) differences of opinion arising between the Company and a Participant in accordance with Sections 7.6(a) through 7.6(c), except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event, such difference of opinion shall be decided by mandatory and binding arbitration under Section 7.6(e); and

               (ii) any question it deems advisable to determine in order to promote the uniform administration of this Plan (including the Program) for the benefit of all parties at interest; and

          (e) to delegate by written notice any plan administration duties of the Committee to such individual members of the Committee, individual employees of the Company, or groups of employees of the Company, as the Committee determines to be necessary or advisable to properly administer the Plan (including the Program).

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     8.4 Committee Discretion. The Committee has the sole power and authority to administer this Plan (including the Program), and any decision made by, or action taken by, the Committee in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a) through 7.6(c). Notwithstanding the foregoing, Committee decisions or actions during a Change of Control Period are subject to mandatory and binding arbitration pursuant to Section 7.6(e).

     8.5 Reimbursement of Expenses. The Committee shall serve without compensation for their services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of their duties under this Plan (including the Program).

     8.6 Indemnification. To the extent permitted by law, members of the Board of Directors, members of the Committee, employees of the Company, and all agents and representatives of the Company shall be indemnified by the Company, and saved harmless against any claims resulting from any action or conduct relating to the administration of the Plan (including the Program), except claims arising from gross negligence, willful neglect or willful misconduct.

34

ARTICLE IX

ADOPTION BY SUBSIDIARIES

     9.1 Procedure for and Status after Adoption. Any Subsidiary may, with the approval of the Committee, adopt this Plan by appropriate action of its board of directors. The terms of this Plan shall apply separately to each Subsidiary adopting this Plan and its Participants in the same manner as is expressly provided for Sysco and its Participants except that the powers of the Board of Directors and the Committee under this Plan shall be exercised by the Board of Directors of Sysco or the Committee, as applicable. Sysco and each Subsidiary adopting this Plan shall bear the cost of providing Plan benefits for its own Participants. Sysco shall initially pay the costs of the Plan each Plan Year. However, each adopting Subsidiary shall then be billed back for the actuarially determined costs pertaining to it in accordance with the appropriate Financial Accounting Standards Board pronouncements. It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

     9.2 Termination of Participation by Adopting Subsidiary. Any Subsidiary adopting this Plan may, by appropriate action of its board of directors, terminate its participation in this Plan. The Committee may, in its discretion, also terminate a Subsidiary’s participation in this Plan at any time. The termination of the participation in this Plan by a Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to benefits previously accrued by the Participant under this Plan without his consent.

35

ARTICLE X

AMENDMENT AND/OR TERMINATION

     10.1 Amendment or Termination of the Plan. The Board of Directors, the Committee, or their designees, may amend this Plan (including the Program) at any time by an instrument in writing without the consent of any adopting Company; provided, however, that authority to terminate this Plan (including the Program) or to make any amendment to this Plan (including the Program) that would have a significant financial statement or benefit impact on the Company shall be reserved to the Board of Directors or its designee. Notwithstanding the foregoing, in no event shall the Board of Directors have the authority to terminate this Plan (including the Program) during the two (2) years following a Change of Control.

     10.2 No Retroactive Effect on Awarded Benefits.

          (a) General Rule. Absent a Participant’s prior consent, no amendment shall affect the rights of such Participant to his Vested Accrued Benefit as of the date of such amendment (“Minimum Vested Accrued Benefit”) or shall change such Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred.

          (b) Determination of Minimum Vested Accrued Benefit. For purposes of calculating a Participant’s Minimum Vested Accrued Benefit as of the date of an amendment:

               (i) The Determination Date for the elements in the benefit formulas under Section 4.3 shall be the effective date of the amendment with the exception of the Vested Percentage and Benefit Limit, both of which shall be determined as of the date of the distribution event.

               (ii) On and after the effective date of such amendment, for purposes of vesting under Article III and the Early Payment Criteria under Section 4.5(b), a Participant shall continue to be awarded (1) Vesting Service and age credit until such Participant’s termination of employment with Sysco and its Subsidiaries and (2) years of MIP Participation until such Participant is no longer a MIP participant.

          (c) Benefits on or after the Amendment. Notwithstanding the provisions of this Section 10.2, the Board of Directors retains the right at any time (1) to change in any manner or to discontinue the death benefit provided in Article VI, except for a period of four (4) years after a Change of Control for those persons who at that time were covered by the death benefit, and (2) to change in any manner the benefit under Article IV, provided such benefit is not less than the minimum benefit under Section 10.2(b).

     10.3 Effect of Termination. Upon termination of the Plan, the following provisions shall apply:

          (a) With respect to benefits that become payable as a result of a distribution event on or after the effective date of the Plan’s termination, a Participant’s: (i) Ten-Year Final Average Compensation shall be determined as of the earlier of the Calculation Date as specified in Section 4.1(b) or the date of the Plan’s termination, (ii) Benefit

36

Service shall cease as of the earlier of the date specified in Section 4.1(d) or the date of the Plan’s termination and (iii) Three-Year Final Average Compensation under Article VI shall be determined as of the earlier of the date specified under Section 6.2(a)(i) or the date of the Plan’s termination.

          (b) The Board of Directors or its designee may, in its sole discretion, authorize distributions to Participants as a result of the Plan’s termination, provided that:

               (i) All deferred compensation arrangements sponsored by the Company that would be aggregated with this Plan (which may include the Program) under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in such arrangements are terminated;

               (ii) No distributions other than distributions that would be payable under the terms of this Plan if the termination had not occurred are made within twelve (12) months of the termination of this Plan;

               (iii) All distributions of benefits to be provided hereunder are paid within twenty-four (24) months of the termination of this Plan; and

               (iv) The Company does not adopt a new deferred compensation arrangement at any time within three (3) years following the date of the termination of the Plan that would be aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in this Plan and the new arrangement.

          (c) Except as otherwise provided in Section 10.3(a) and 10.3(b), on and after the effective date of the Plan’s termination, (i) the Plan shall continue to be administered as it was prior to the Plan’s termination, (ii) all retirement benefits accrued prior to the date of termination shall be payable only under the conditions, at the time, and in the form then provided in this Plan, (iii) no Participant shall be entitled to Plan benefits solely as a result of the Plan’s termination in accordance with the provisions of this Article X, and (iv) the forfeiture provisions of Sections 7.3 and 7.4, and the restrictions set forth in Section 7.5 shall continue in effect.

37

ARTICLE XI

FUNDING

     11.1 Payments Under This Plan are the Obligation of the Company. The Company last employing a Participant shall pay the benefits due the Participants under this Plan (including the Program); however, should it fail to do so when a benefit is due, then, except as provided in Section 11.5 the benefit shall be paid by the trustee of that certain trust agreement by and between the Company and JPMorgan Chase Bank, with respect to the funding of this Plan (including the Program). In any event, if the trust fails to pay for any reason, the Company still remains liable for the payment of all benefits provided by this Plan (including the Program).

     11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust. It is specifically recognized by both the Company and the Participants that the Company may, but is not required to, purchase life insurance so as to accumulate assets to fund the obligations of the Company under this Plan (including the Program), and that the Company may, but is not required to contribute any policy or policies it may purchase and any amount it finds desirable to a trust established to accumulate assets sufficient to fund the obligations of all of the Companies under this Plan (including the Program). However, under all circumstances, the Participants shall have no rights to any of those policies; and, likewise, under all circumstances, the rights of the Participants to the assets held in the trust shall be no greater than the rights expressed in this Plan (including the Program) and the trust agreement. Nothing contained in the trust agreement which creates the funding trust shall constitute a guarantee by any Company that assets of the Company transferred to the trust shall be sufficient to pay any benefits under this Plan (including the Program) or would place the Participant in a secured position ahead of general creditors should the Company become insolvent or bankrupt. Any trust agreement prepared to fund the Company’s obligations under this Plan (including the Program) must specifically set out these principles so it is clear in that trust agreement that the Participants in this Plan (including the Program) are only unsecured general creditors of the Company in relation to their benefits under this Plan (including the Program).

     11.3 Reversion of Excess Assets. Any Company may, at any time, request the actuary, who last performed the annual actuarial valuation of the Pension Plan, to determine the present value of the Vested Accrued Benefit assuming the Vested Accrued Benefit to be fully vested (whether it is or not), as of the end of this Plan (including the Program) Year coincident with or last preceding the request, of all Participants and Beneficiaries of deceased Participants for which all Companies are or will be obligated to make payments under this Plan (including the Program). If the fair market value of the assets held in the trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under this Plan (including the Program) by 25%, any Company may direct the trustee to return to such Company its proportionate part of the assets which are in excess of 125% of the Vested Accrued Benefits under this Plan (including the Program). Each Company’s share of the excess assets shall be the Participants’ present value of the Vested Accrued Benefit earned while in the employ of that Company as compared to the total of the present value of the Vested Accrued Benefits earned by all Participants under this Plan (including the Program) times the excess assets. For this purpose, the

38

present value of the Vested Accrued Benefits under this Plan (including the Program) shall be calculated using the data for the preceding Plan Year brought forward using the assumptions used to determine the actuarially determined costs according to the appropriate Financial Accounting Standards Board pronouncements. If there has been a Change of Control, to determine excess assets, all contributions made prior to the Change of Control shall be subtracted from the fair market value of the assets held in the trust as of the determination date but before the determination is made.

     11.4 Participants Must Rely Only on General Credit of the Company. The Company and the Participants recognize that this Plan (including the Program) is only a general corporate commitment, and that each Participant is merely an unsecured general creditor of the Company with respect to any of the Company’s obligations under this Plan (including the Program), even if the Company, pursuant to Section 11.1, establishes a rabbi trust to fund all or a part of its obligations under this Plan (including the Program).

     11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited. No Company employing a Participant whose income is subject to the Canadian tax laws shall be permitted to fund its obligation to that person through any rabbi trust, fund, sinking fund, or other financial vehicle even though under applicable law the assets held to fund the obligation are still subject to the general creditors of the Company.

39

ARTICLE XII

MISCELLANEOUS

     12.1 Responsibility for Distributions and Withholding of Taxes. The Committee shall furnish information, to the Company last employing the Participant, concerning the amount and form of distribution to any Participant entitled to a distribution so that the Company may make or cause the Rabbi Trust to make the distribution required. The Committee shall also calculate the deductions from the amount of the benefit paid under this Plan (including the Program) for any taxes required to be withheld by federal, state, local, or foreign government and shall cause them to be withheld.

     12.2 Limitation of Rights. Nothing in this Plan (including the Program) shall be construed:

          (a) to give a Participant any right with respect to any benefit except in accordance with the terms of this Plan (including the Program);

          (b) to limit in any way the right of Sysco or a Subsidiary to terminate a Participant’s employment;

          (c) to evidence any agreement or understanding, expressed or implied, that Sysco or a Subsidiary shall employ a Participant in any particular position or for any particular remuneration; or

          (d) to give a Participant or any other person claiming through him any interest or right under this Plan (including the Program) other than that of any unsecured general creditor of the Company.

     12.3 Benefits Dependent upon Compliance with Certain Covenants. The benefits provided to a Participant under this Plan by the Company are dependent upon the Participant’s full compliance with the covenants set forth in Section 7.4.

     12.4 Distributions to Incompetents or Minors. Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor or incompetent in any manner the Committee determines in its sole discretion.

     12.5 Nonalienation of Benefits. No right or benefit provided under this Plan (including the Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided in this Plan (including the Program). If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under this Plan (including the Program), that right or benefit shall, in the discretion of the Committee, be forfeited. In that event, the Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any

40

of them in any manner and in any proportion the Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

     12.6 Reliance upon Information. The Committee shall not be liable for any decision or action taken in good faith in connection with the administration of this Plan (including the Program). Without limiting the generality of the foregoing, any decision or action taken by the Committee when it relies upon information supplied it by any officer of the Company, the Company’s legal counsel, the Company’s actuary, the Company’s independent accountants or other advisors in connection with the administration of this Plan (including the Program) shall be deemed to have been taken in good faith.

     12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise. No benefit which has accrued to any Participant who has died, retired, become disabled or separated or who is a Frozen Participant prior to the execution of an amendment shall be changed in amount or subject to any adjustment provided in that amendment unless the amendment specifically provides that it shall apply to those persons and it does not have the effect of reducing those persons Vested Accrued Benefit as then fixed without their consent.

     12.8 Severability. If any term, provision, covenant or condition of this Plan (including the Program) is held to be invalid, void or otherwise unenforceable, the rest of this Plan (including the Program) shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

     12.9 Notice. Any notice or filing required or permitted to be given to the Committee or a Participant shall be sufficient if in writing and hand delivered or sent by U.S. mail to the principal office of the Company or to the residential mailing address of the Participant. Notice shall be deemed to be given as of the date of hand delivery or if delivery is by mail, as of the date shown on the postmark.

     12.10 Gender and Number. If the context requires it, words of one gender when used in this Plan (including the Program) shall include the other genders, and words used in the singular or plural shall include the other.

     12.11 Governing Law. This Plan (including the Program) shall be construed, administered and governed in all respects by the laws of the State of Delaware. Consistent with Section 7.6(e), the Participant and the Company agree that subject to the provisions of Sections 7.6(a) through 7.6(c), the sole and exclusive jurisdiction for any dispute under this Plan (including the Program) shall lie with the AAA’s regional office for the State of Delaware, and the parties hereby waive any jurisdictional or venue-related defense to conducting arbitration at this location.

     12.12 Effective Date. The Supplemental Executive Retirement Plan was originally effective as of July 3, 1988. This Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan is effective as of June 27, 2009.

41

     12.13 Compliance with Section 409A. This Plan (including the Program) is intended to comply with Section 409A of the Code in both form and operation, and any ambiguities herein shall be interpreted, to the extent possible, in a manner that complies with Section 409A.

42

     IN WITNESS WHEREOF, Sysco has executed this document on this September 24, 2009, effective as of June 27, 2009.

SYSCO CORPORATION
By:	/s/ Michael C. Nichols
Name:	Michael C. Nichols
Title:	Sr. Vice President, General Counsel and Corporate Secretary

43

EXHIBIT A
TO THE NINTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

SUPPLEMENTAL PLANS

Non-qualified defined benefit plans, other than the Program, subject to offset under Section 4.1(g)

None

Non-qualified defined contribution plans subject to offset under Section 4.1(h)

Sysco Corporation Canadian Executive Capital Accumulation Plan

44

EXHIBIT B
TO THE NINTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

DEATH BENEFIT ADJUSTMENTS

1. Non-Qualified Defined Contribution Plans Listed on Exhibit A. The following adjustments shall be made to the death benefits payable under this Plan, in the event the Participant is participating in one or more non-qualified defined contribution plans listed on Exhibit A of the Plan:

     (a) Adjustment to Death Benefit Payable under Section 6.2. The death benefit payable to a Participant’s Beneficiary pursuant to Section 6.2 shall be reduced in recognition of the death benefit payable from the applicable non-qualified defined contribution plan(s). The amount of the reduction shall equal the annual benefit payable for ten (10) years certain that could be provided on an Actuarially Equivalent basis by the account balance payable as a death benefit under the applicable non-qualified defined contribution plan(s).

     (b) Adjustment to Death Benefit Payable under Section 6.3. If the applicable death benefit under Section 6.3 is based on the value determined under Section 6.3(a)(i)(A) or 6.3(a)(ii)(A), the death benefit payable to a Participant’s Beneficiary under this Plan shall be reduced in recognition of the death benefit payable from the applicable non-qualified defined contribution plan(s). The amount of the reduction shall equal the monthly benefit payable for ten years certain and life thereafter that could be provided on an Actuarially Equivalent basis by the account balance payable as a death benefit under the applicable non-qualified defined contribution plan(s).

45

APPENDIX I

FIRST AMENDED AND RESTATED

SYSCO CORPORATION

MIP RETIREMENT PROGRAM

Effective June 27, 2009

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		2
ARTICLE II ELIGIBILITY & CONTINUED PARTICIPATION		9
2.1 Initial Eligibility		9
2.2 Frozen Participation		9
2.3 Continued Participation Following Transfer to the Plan		9
2.4 Benefits upon Re-Employment		9
ARTICLE III VESTING		10
3.1 Vesting		10
3.2 Committee Discretion		10
ARTICLE IV ACCRUED BENEFIT & RETIREMENT BENEFIT		11
4.1 Definitions		11
4.2 Accrued Benefit		13
4.3 Vested Accrued Benefit		13
4.4 Retirement Benefit		13
4.5 Form of Payment		13
4.6 Administrative Delay		13
4.7 Delay of Payments under Section 409A of the Code		13
ARTICLE V FROZEN PARTICIPATION		14
5.1 In General		14
5.2 Frozen Participation		14
5.3 Frozen Participation Deemed Active Participation		14
ARTICLE VI DEATH BENEFIT		15
6.1 Definitions		15
6.2 Death of Active Participant Prior to Age 55		15
6.3 Death of Active Participant after Age 55		16
6.4 Death after a Change of Control that Occurs while an Active Participant		17
6.5 Death of Frozen Participant		17
6.6 Death of Vested Terminated Participant		17
6.7 Death of Retired Participant before or after Commencement of Benefits		18
6.8 Administrative Delay		19
6.9 Beneficiary Designation for Ten (10) Year Certain Period		19

i 

	Page
ARTICLE VII PROVISIONS RELATING TO ALL BENEFITS		21
7.1 Effect of this Article		21
7.2 Termination of Employment		21
7.3 Forfeiture for Cause		21
7.4 Forfeiture for Competition		22
7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments		23
7.6 Claims Procedure		24
ARTICLE VIII ADMINISTRATION		26
8.1 Committee Appointment		26
8.2 Committee Organization and Voting		26
8.3 Powers of the Committee		26
8.4 Committee Discretion		27
8.5 Reimbursement of Expenses		27
8.6 Indemnification		27
ARTICLE IX ADOPTION BY SUBSIDIARIES		28
9.1 Procedure for and Status after Adoption		28
9.2 Termination of Participation by Adopting Subsidiary		28
ARTICLE X AMENDMENT AND/OR TERMINATION		29
10.1 Amendment or Termination of this Program		29
10.2 No Retroactive Effect on Awarded Benefits		29
10.3 Effect of Termination		29
ARTICLE XI FUNDING		31
11.1 Payments Under This Plan are the Obligation of the Company		31
11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust		31
11.3 Reversion of Excess Assets		31
11.4 Participants Must Rely Only on General Credit of the Company		32
11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited		32
ARTICLE XII MISCELLANEOUS		33
12.1 Responsibility for Distributions and Withholding of Taxes		33
12.2 Limitation of Rights		33
12.3 Benefits Dependent Upon Compliance with Certain Covenants		33
12.4 Distributions to Incompetents or Minors		33
12.5 Nonalienation of Benefits		33
12.6 Reliance upon Information		34
12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise		34
12.8 Severability		34

ii 

	Page
12.9 Notice		34
12.10 Gender and Number		34
12.11 Governing Law		34
12.12 Effective Date		34
12.13 Compliance with Section 409A		35

iii 

FIRST AMENDED AND RESTATED
SYSCO CORPORATION
MIP RETIREMENT PROGRAM

     WHEREAS, Sysco Corporation sponsors and maintains the Supplemental Executive Retirement Plan (the “SERP”) to provide certain highly compensated management personnel a supplement to their retirement pay so as to retain their loyalty and to offer a further incentive to them to maintain and increase their standard of performance;

     WHEREAS, effective as of June 29, 2008, Sysco Corporation amended and restated the SERP to, among other things, adopt the Sysco Corporation MIP Retirement Program (the “Current Program”), which is attached as Appendix I to the Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the “Current Plan”);

     WHEREAS, pursuant to Section 10.1 of the Current Plan, the Board of Directors, the Committee or their designees may amend the Current Plan (including the Current Program) by an instrument in writing;

     WHEREAS, the Committee has determined that it is in the best interests of Sysco and its stockholders to amend and restate the Current Program to: (i) incorporate such changes as are necessary to address the adoption of the Sysco Corporation Canadian Executive Capital Accumulation Plan (“CECAP”) in order to avoid the duplication of benefits for executives who participate in both the Program and CECAP; (ii) clarify the order in which the parachute payment cutback provisions will apply to the Program following the adoption of CECAP in the event of a change of control of Sysco; (iii) clarify the definition of the bonus that may be included in the calculation of a participant’s earnings under the Program; (iv) clarify the calculation of the bonus cap applicable to a Participant’s annual bonus for purposes of determining the Participant’s earnings for a plan year; (v) modify the transfer provisions to conform with foreign tax requirements; and (vi) clarify certain administrative procedures to ease administration of the Program and ensure compliance with Section 409A of the Code

     NOW, THEREFORE, Sysco Corporation hereby adopts the First Amended and Restated Sysco Corporation MIP Retirement Program, effective as of June 27, 2009, as follows:

1

ARTICLE I

DEFINITIONS

     1.1 401(k) Plan. “401(k) Plan” means the Sysco Corporation Employees 401(k) Plan, a defined contribution plan qualified under Section 401(a) of the Code, any U.S. tax-qualified defined contribution plan successor thereto and any other such plan sponsored by Sysco or a Subsidiary.

     1.2 Accrued Benefit. “Accrued Benefit” shall have the meaning set forth in Section 4.2 of this Program.

     1.3 Active Participant. “Active Participant” means a Participant in the employ of the Company who is not a Frozen Participant.

     1.4 Actuarial Equivalence or Actuarially Equivalent. “Actuarial Equivalence” shall be determined on the basis of the mortality and interest rate assumptions used in computing annuity benefits under the Pension Plan. If there is no Pension Plan in effect at the time any such determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm chosen by the Committee. Such actuarial firm shall select such actuarial assumptions as would be appropriate for the Pension Plan if the Pension Plan had remained in existence with its last participant census. “Actuarially Equivalent” means equality in value of the aggregate amounts expected to be received under different forms of payment based on the mortality and interest rate assumptions specified for purposes of Actuarial Equivalence.

     1.5 Affiliate. “Affiliate” means any entity with respect to which Sysco beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

     1.6 Annual Compensation Limit. “Annual Compensation Limit” shall have the meaning set forth in Section 4.1(a) of this Program.

     1.7 Annuity. “Annuity” means a monthly annuity for the life of the Participant with a ten (10) year certain period. Except as provided in Section 4.5 of this Program, a Participant’s Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity.

     1.8 Beneficiary. “Beneficiary” means a person or entity designated by the Participant under the terms of this Program to receive any amounts distributed under this Program upon the death of the Participant.

     1.9 Benefit Commencement Date. “Benefit Commencement Date” means the first date the Participant’s benefits are payable under Section 4.1(c) of this Program, without regard to any delay under either Section 4.6 or Section 4.7 of this Program.

2

     1.10 Board of Directors. “Board of Directors” means the Board of Directors of Sysco.

     1.11 Change of Control. “Change of Control” means the occurrence of one or more of the following events:

          (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the then-outstanding shares of Sysco common stock (the “Outstanding Sysco Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of Sysco entitled to vote generally in the election of directors (the “Outstanding Sysco Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change of Control:  (1) any acquisition directly from Sysco, (2) any acquisition by Sysco, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Sysco or any Affiliate, or (4) any acquisition by any corporation pursuant to a transaction that complies with Sections (c)(i), (c)(ii) and (c)(iii), below;

          (b) Individuals who, as of July 1, 2009, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2009 whose election, or nomination for election by Sysco’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;

          (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns Sysco or all or substantially all of Sysco’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Sysco or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the

3

corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or

          (d) Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.

     1.12 Change of Control Period. “Change of Control Period” shall have the meaning set forth in Section 7.3(d) of this Program.

     1.13 Code. “Code” means the Internal Revenue Code of 1986, as amended.

     1.14 Committee. “Committee” means the committee administering the Plan (including this Program).

     1.15 Company. “Company” means Sysco and any Subsidiary other than a Non-Participating Subsidiary.

     1.16 Compensation. “Compensation” shall have the meaning set forth in Section 4.1(a) of this Program.

     1.17 Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” shall have the meaning set forth in Section 6.1(a) of this Program.

     1.18 Deferred Retirement Benefit. “Deferred Retirement Benefit” shall have the meaning set forth in Section 4.1(c) of this Program.

     1.19 Determination Date. “Determination Date” means the date as of which a Participant’s Vested Accrued Benefit is calculated. The Determination Date for determining a Participant’s Retirement Benefit under Article IV of this Program shall be the date of the Participant’s Retirement or Vested Separation from Sysco and its Subsidiaries.

     1.20 EDCP. “EDCP” means the Sysco Corporation Executive Deferred Compensation Plan, as it may be amended from time to time, and any successor plan thereto.

     1.21 Eligible Earnings. “Eligible Earnings” shall have the meaning set forth in Section 4.1(b) of this Program.

     1.22 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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     1.23 For Cause Event. “For Cause Event” shall have the meaning set forth in Section 7.3(a) of this Program.

     1.24 Frozen Participant. “Frozen Participant” shall have the meaning set forth in Section 2.2 of this Program.

     1.25 Joint and Survivor Annuity. “Joint and Survivor Annuity” means a joint and two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial Equivalent of an Annuity. This annuity is payable during the joint lives of the Participant and his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above, during the ten (10) year certain period, there shall be no reduction in the amount of such payment regardless of the death of either or both the Participant and his spouse.

     1.26 Management Incentive Plan or MIP. “Management Incentive Plan” or “MIP” means the Sysco Corporation 2005 Management Incentive Plan, as amended and restated, as it may be amended from time to time, and any successor plan thereto.

     1.27 Minimum Vested Accrued Benefit. “Minimum Vested Accrued Benefit” shall have the meaning set forth in Section 10.2(a) of this Program.

     1.28 MIP Bonus. “MIP Bonus” means all or a portion of the bonus payable to the Participant under the MIP, other than MIP Additional Bonuses (as defined in the MIP), or any amounts payable to the Participant as a substitute for or in lieu of such Participant’s MIP bonus for a fiscal year (but excluding any amounts paid as a substitute for or in lieu of such MIP bonus pursuant to a severance agreement or other arrangement providing for post-termination benefits, unless otherwise determined by the Committee).

     1.29 Non-Participating Subsidiary. “Non-Participating Subsidiary” means a Subsidiary that has not adopted this Program pursuant to Article IX of this Program.

     1.30 Normal Retirement Date. “Normal Retirement Date” shall have the meaning set forth in Section 4.1(d) of this Program.

     1.31 Participant. “Participant” means an employee of a Company who is eligible for and is participating in this Program and any other current or former employee of Sysco and its Subsidiaries who is entitled to a benefit under this Program. Unless otherwise specified herein, references to a Participant or Participants shall include both Active Participants and Frozen Participants.

     1.32 Pension Plan. “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, and any U.S. tax-qualified defined benefit pension plan successor thereto.

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     1.33 Plan. “Plan” means the Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time. Unless otherwise specified herein, references herein to the Plan shall refer to the Supplemental Executive Retirement Plan only and not this Program.

     1.34 Plan Year. “Plan Year” means the period that coincides with the fiscal year of Sysco. Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30^th of each calendar year.

     1.35 Program. “Program” means this First Amended and Restated Sysco Corporation MIP Retirement Program, which constitutes Appendix I to the Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time.

     1.36 Retired Participant. “Retired Participant” shall have the meaning set forth in Section 6.1(b) of this Program.

     1.37 Retirement. “Retirement” shall have the meaning set forth in Section 4.1(e) of this Program.

     1.38 Retirement Benefit. “Retirement Benefit” shall have the meaning set forth in Section 4.1(f) of this Program.

     1.39 Section 125 Cafeteria Plan. “Section 125 Cafeteria Plan” means the Sysco Corporation Pretax Premium and Reimbursement Account Plan, a “cafeteria plan” qualified under Section 125 of the Code, any successor plan thereto and any other such plan maintained by Sysco or a Subsidiary.

     1.40 Section 409A. “Section 409A” means Section 409A of the Code and any guidance promulgated thereunder.

     1.41 Securities Act. “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

     1.42 Separation from Service. “Separation from Service” means a “separation from service” within the meaning of Section 409A. A Participant shall have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by the Participant during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by Section 409A.

     1.43 Specified Employee. “Specified Employee” means a “specified employee” as defined in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. A Participant shall be

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treated as a key employee if he meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date (as defined below). If a Participant is a key employee as of an Identification Date, he shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date. For purposes of any “Specified Employee” determination hereunder, the “Identification Date” shall mean December 31. The Committee may in its discretion amend the Plan to change the Identification Date, provided that any change to the Plan’s Identification Date shall not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

     1.44 Subsidiary. “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes Sysco, as defined in Section 414(b) of the Code, (b) any trade or business under “common control” with Sysco, as defined in Section 414(c) of the Code, (c) any organization which is a member of an “affiliated service group” which includes Sysco, as defined in Section 414(m) of the Code, (d) any other entity required to be aggregated with Sysco pursuant to Section 414(o) of the Code, and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors.

     1.45 Supplemental Plan(s). “Supplemental Plan(s)” means those non-qualified deferred compensation arrangements sponsored by Sysco or any Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary) other than the Plan and approved by the Committee. All such plans shall be listed on Exhibit A, attached hereto.

     1.46 Sysco. “Sysco” means Sysco Corporation, the sponsor of the Plan (including this Program).

     1.47 Three-Year Final Average Compensation. “Three-Year Final Average Compensation” shall have the meaning set forth in Section 6.1(c) of this Program.

     1.48 Total Payments. “Total Payments” means all payments or benefits received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of this Program, the Plan, and Supplemental Plan(s) or the EDCP, and in connection with a change of control of Sysco under the terms of any stock option plan or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who as a result of the completion of transactions causing a change of control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

     1.49 Vested Accrued Benefit. “Vested Accrued Benefit” shall have the meaning set forth in Section 4.3 of this Program.

     1.50 Vested Percentage. “Vested Percentage” shall mean the Participant’s vested percentage determined in accordance with Article III of this Program.

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     1.51 Vested Separated Participant. “Vested Separated Participant” shall have the meaning set forth in Section 6.1(d) of this Program.

     1.52 Vested Separation. “Vested Separation” shall have the meaning set forth in Section 4.1(g) of this Program.

     1.53 Vesting Service. “Vesting Service” means service with Sysco and its Subsidiaries (including pre-acquisition service) for which a Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded credited service under the Pension Plan for vesting purposes if the Participant were covered under the Pension Plan.

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ARTICLE II

ELIGIBILITY & CONTINUED PARTICIPATION

     2.1 Initial Eligibility. Those individuals who first become MIP participants after June 28, 2008, and who are not otherwise eligible to participate in the Plan, shall be eligible to participate in this Program; provided however, that an otherwise eligible MIP participant shall not participate in this Program if (a) the Subsidiary employing such Participant is a Non-Participating Subsidiary; and/or (b) either the Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer, in its/his sole discretion, otherwise excludes such MIP participant from participating in this Program. If an otherwise eligible MIP participant was excluded from participation in this Program by reason of clause (b), above, and subsequently becomes a Participant in this Program by action of either the Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer, the period over which such Participant shall accrue benefits and the Participant’s Compensation (as defined in Section 4.1(a)) under this Program for such period, shall be determined in the sole discretion of either the Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer.

     2.2 Frozen Participation. An Active Participant shall have his participation frozen (a “Frozen Participant”) as of the earliest of the date (i) he ceases to be a MIP participant, (ii) he transfers from the Company to a Non-Participating Subsidiary; or (iii) unless otherwise determined by the Committee, his income from Sysco or a Subsidiary becomes subject to foreign tax laws. Article V of this Program sets forth special rules that apply to Frozen Participants.

     2.3 Continued Participation Following Transfer to the Plan. If an Active Participant subsequently becomes a participant in the Plan, such Participant shall continue to accrue benefits subject to the terms of this Program.

     2.4 Benefits upon Re-Employment. If a Retired or Vested Separated Participant is subsequently re-employed by Sysco or an Affiliate, the re-employed Participant’s status shall remain that of a Retired or Vested Separated Participant for all purposes under this Program and distributions to such Participant shall commence as provided under Section 4.4 without regard to his re-employment or, in the case of a Retired or Vested Separated Participant who is receiving distributions from this Program as of his re-employment date, such payments shall continue unchanged during his period of re-employment. The re-employed Participant’s status shall remain that of a Retired or Vested Separated Participant for all purposes under this Program and, except as otherwise determined by the Committee, such Participant shall accrue no additional benefits following re-employment.

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ARTICLE III

VESTING

     3.1 Vesting. A Participant, while employed by Sysco or a Subsidiary, shall become 100% vested in his Accrued Benefit on the earliest to occur of:

          (a) the first date that the Participant is at least age fifty-five (55) and has at least ten (10) years of Vesting Service;

          (b) the date that the Participant reaches age sixty-five (65); or

          (c) subject to Section 7.5 of this Program, upon a Change of Control.

     3.2 Committee Discretion. Notwithstanding Section 3.1 above, the Committee, in its sole discretion, may grant a Participant vesting in his Accrued Benefit at any percentage not to exceed 100%.

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ARTICLE IV

ACCRUED BENEFIT & RETIREMENT BENEFIT

     4.1 Definitions. The following definitions are used in this Article IV:

          (a) Compensation. “Compensation” means the following:

               (i) For a calendar year prior to the calendar year in which a Participant first becomes a MIP participant, the Participant’s “eligible earnings,” as such term is defined in the Pension Plan without regard to the Annual Compensation Limit. For purposes of this Program “Annual Compensation Limit” shall mean the annual compensation limit under Section 401(a)(17) of the Code and as described under Sections 1.06(d) and (e) of the Pension Plan.

               (ii) For a calendar year during which the Participant is, at any time, a MIP participant, the sum of the Participant’s:

                    (A) base salary actually paid to the Participant during such calendar year, and including any base salary deferred under any of the following: (x) the 401(k) Plan, (y) the Section 125 Cafeteria Plan, and (z) the EDCP; and

                    (B) the MIP Bonus earned by the Participant with respect to the fiscal year of Sysco ending in any such calendar year, without regard to whether or not such MIP Bonus was deferred under the EDCP; provided, however, the amount of the MIP Bonus included as Compensation for any calendar year shall not exceed 150% of the Participant’s rate of base salary in effect on the last day of the fiscal year for which such MIP Bonus is payable.

               (iii) Notwithstanding the foregoing, Compensation shall be disregarded, as applicable, for periods:

                    (A) prior to July 2, 1989;

                    (B) prior to the Participant’s first date of hire by Sysco or its Subsidiaries or, if later, the date of acquisition by Sysco of a Subsidiary for which the Participant then worked;

                    (C) during which a Participant is a Frozen Participant, except as provided in Section 5.3;

                    (D) for which Vesting Service is forfeited under the Pension Plan following a period of severance; and

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                    (E) in the case of an otherwise eligible MIP participant who was previously excluded from participation in this Program by reason of Section 2.1(b) of this Program, during such periods as either the Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer shall determine in its/his sole discretion.

                    (F) unless otherwise determined by the Committee, during which a Participant’s income from Sysco or a Subsidiary was subject to foreign tax laws. Notwithstanding the foregoing, a Participant’s Compensation shall be excluded for periods during which his income from Sysco or a Subsidiary was subject to Canadian tax laws, other than during periods in which such Participant was on a Temporary Assignment.

          (b) Eligible Earnings. “Eligible Earnings” means the aggregate of the excess of a Participant’s Compensation for each calendar year during the period such Participant is accruing benefits under this Program over the Annual Compensation Limit with respect to each such calendar year; provided, however, such Annual Compensation Limit shall be ignored for periods during which the Participant did not accrue benefits under the Pension Plan and provided, further, the Annual Compensation Limit shall be prorated for any short plan year under the Pension Plan.

          (c) Benefit Commencement Date. “Benefit Commencement Date” means the first day of the month coinciding with or next following the date determined as follows: (i) if the Participant has at least ten (10) years of Vesting Service as of the Participant’s actual Retirement or Vested Separation date, the later of age fifty-five (55) or the Participant’s actual Retirement or Vested Separation date; or (ii) the later of age sixty-five (65) or the Participant’s actual Retirement or Vested Separation date. If a Participant’s Benefit Commencement Date is other than the first day of the month coinciding with or next following the Participant’s actual Retirement or Vested Separation date such Participant’s Retirement Benefit shall be referred to herein as a “Deferred Retirement Benefit.”

          (d) Normal Retirement Date. “Normal Retirement Date” means the first day of the month coincident with or next following the Participant’s sixty-fifth (65th) birthday or actual Retirement date, whichever is later.

          (e) Retirement. “Retirement” means the Participant’s Separation from Service from Sysco or its Subsidiaries other than for death, provided that at the time of such Separation from Service, the Participant is (i) at least age fifty-five (55) and has at least ten (10) years of Vesting Service; or (ii) at least age sixty-five (65).

          (f) Retirement Benefit. “Retirement Benefit” means the benefit paid to a Participant, at the time(s) and in the amount determined under this Article IV, as a result of a Participant’s Retirement or Vested Separation.

          (g) Vested Separation. “Vested Separation” means the Participant’s Separation from Service from Sysco or its Subsidiaries, other than upon Retirement or death, if, at the time of the Participant’s Separation from Service the Participant has a Vested Accrued Benefit.

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     4.2 Accrued Benefit. “Accrued Benefit” means, as of any Determination Date, a monthly benefit payable as of the Participant’s Normal Retirement Date equal to (a) one and one-half percent (1.5%) times the Participant’s Eligible Earnings, divided by (b) twelve (12).

     4.3 Vested Accrued Benefit. “Vested Accrued Benefit” means, as of any Determination Date, the Participant’s Vested Percentage multiplied by his Accrued Benefit.

     4.4 Retirement Benefit. A Participant shall be entitled to his Vested Accrued Benefit commencing on his Benefit Commencement Date; provided, however, the Vested Accrued Benefit will be reduced by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months and 5/18ths of one percent (1%) for each of the next sixty (60) calendar months by which the Benefit Commencement Date precedes the Participant’s Normal Retirement Date.

     4.5 Form of Payment. If, at the time a Participant first becomes eligible to participate in this Program, the Participant is: (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity. Notwithstanding the foregoing, at any time after a Participant’s Separation from Service but prior to the time any annuity payment has been made to the Participant under this Program, the Committee may change the form of payment of a Participant’s Retirement Benefit between an Annuity and a Joint and Survivor Annuity based upon the marital status of such Participant as the date of such change, and such change shall become immediately effective; provided that such change shall become effective only if the Annuity and Joint and Survivor Annuity are “actuarially equivalent life annuities” within the meaning of Section 409A.

     4.6 Administrative Delay. Except as required under Section 4.7, payment of the Participant’s Retirement Benefit shall begin on the Benefit Commencement Date set forth in Section 4.5 or the first day of the month as soon as administratively practicable thereafter but in no event later than the last day of the taxable year in which the Benefit Commencement Date occurs, or if later within two and one-half (2¹/2) months of the Benefit Commencement Date, unless an exception under Section 409A applies. The aggregate amount of any delayed payments, without interest, shall be paid to the Participant on such delayed commencement date.

     4.7 Delay of Payments under Section 409A of the Code. Notwithstanding the above, the distribution of a Retirement Benefit under Section 4.4 above to a Participant who is a Specified Employee shall not commence earlier than the date that is six (6) months after the date of such Participant’s Retirement or Vested Separation if such earlier commencement would result in the imposition of the excise tax under Section 409A. If distributions to a Participant are so delayed, such distributions shall commence at the later of (a) the first day of the month coincident with or next following the date that is six (6) months after the Participant’s Retirement or Vested Separation; or (b) the Participant’s Benefit Commencement Date. If a Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement date.

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ARTICLE V

FROZEN PARTICIPATION

     5.1 In General. This Article V provides special rules that apply to a Participant who is a Frozen Participant. To the extent that this Article V or other provisions of this Program do not otherwise specify, such Participant shall be treated as any other Participant to the extent necessary to implement this Article V.

     5.2 Frozen Participation.

          (a) Vesting Service and Age Credit. During the period of time during which his participation is frozen, a Frozen Participant shall continue to be awarded Vesting Service and age credit.

          (b) Eligible Earnings. Except as provided in Section 5.3 below, a Participant’s Compensation during the period that such Participant is a Frozen Participant shall not be included in the calculation of such Participant’s Eligible Earnings.

     5.3 Frozen Participation Deemed Active Participation. Except as otherwise provided in this Section 5.3, for all purposes of this Program, a Frozen Participant shall be treated as if his participation had never been frozen if: (a) he remains an employee of Sysco or its Subsidiaries after his participation is frozen and subsequently becomes an Active Participant in this Program, or (b) his participation is frozen after a Change of Control and he dies or is terminated from the employ of Sysco or its Subsidiaries by the then management within four (4) years after that Change of Control. Notwithstanding the foregoing, unless otherwise determined by the Committee in its sole discretion, this Section 5.3 shall not apply to a Frozen Participant whose participation was frozen by reason of his income from Sysco or a Subsidiary becoming subject to foreign tax laws.

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ARTICLE VI

DEATH BENEFIT

     6.1 Definitions. The following definitions are used in this Article VI:

          (a) Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” for a Plan Year shall mean the sum of (i) the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year, and (ii) the cash bonus earned by the Participant under the MIP, other than MIP Additional Bonuses (as defined in the MIP), with respect to such Plan Year, without regard to whether or not such MIP bonus was deferred under the EDCP.

          (b) Retired Participant. “Retired Participant” means a Participant (i) whose Benefit Commencement Date has occurred but who has not yet received his first benefit payment hereunder or (ii) who is receiving benefit payments hereunder.

          (c) Three-Year Final Average Compensation. “Three-Year Final Average Compensation” means the annual average of the Participant’s Death Benefit Eligible Earnings for the three (3) Plan Years (excluding those Plan Years in which the Participant does not have any Death Benefit Eligible Earnings) ending immediately before or coincident with the Participant’s date of death. Unless otherwise provided herein, the Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year. Similarly, the Plan Year in which death occurs shall be disregarded if death occurs before the last business day of such Plan Year. If the Participant does not have three (3) Plan Years of Death Benefit Eligible Earnings, the Participant’s Three-Year Final Average Compensation shall be based on the annual average of Death Benefit Eligible Earnings for the available Plan Years ending immediately before or coincident with the Participant’s date of death. If all Plan Years have been excluded (i.e. there are no “available” Plan Years), Three-Year Final Average Compensation shall mean the Participant’s Death Benefit Eligible Earnings in the Plan Year in which he was originally hired.

          (d) Vested Separated Participant. “Vested Separated Participant” means a Participant who is entitled to a Deferred Retirement Benefit and whose Benefit Commencement Date has not occurred.

     6.2 Death of Active Participant Prior to Age 55. Except as otherwise provided in this Section 6.2, if an Active Participant dies prior to attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to receive an annual death benefit for a period of ten (10) years with the first installment commencing on the first day of the month coincident with or next following the Participant’s death. Each of the remaining nine (9) installments shall be payable on the annual anniversary of the date of such first payment. The amount of each installment of the annual death benefit shall equal twenty-five percent (25%) of the Participant’s Three-Year Final Average Compensation. Notwithstanding the foregoing, if an Active Participant also participates in one or more of the Plan and/or Supplemental Plan(s), the Participant’s death benefit shall be adjusted as follows

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          (a) Participation in this Program and the Plan. If an Active Participant also participates in the Plan at the time of his death, such Participant shall be entitled to the death benefit provided under the Plan and not this Program.

          (b) Participation in this Program and a Supplemental Plan. If an Active Participant also participates or participated in one or more of the Supplemental Plan(s), the death benefit payable from this Program shall be reduced as provided on Exhibit B.

     6.3 Death of Active Participant after Age 55. If an Active Participant dies after attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the combined single-sum value of the death benefit under this Program and the Plan, determined as follows:

          (a) Combined Value of Death Benefit under the Plan and this Program. The combined single-sum value of the death benefit payable under this Program and the Plan shall equal the greater of the Actuarially Equivalent single-sum value of:

               (i) the death benefit that would be payable under Section 6.2 of this Program if the age condition did not apply, or

               (ii) the sum of (A) the Retirement Benefit that would have been payable under Section 4.4 of this Program assuming the Participant had retired on his date of death (with applicable reductions as provided under Section 4.4 of this Program even if the Participant was not eligible for immediate commencement of a Retirement Benefit), and (B) in the case of an Active Participant who also participates in the Plan, the retirement benefit under Section 6.3(a)(i)(B)(x) of the Plan or the hypothetical immediate annuity under Section 6.3(a)(ii)(B)(x) of the Plan, as applicable.

          (b) Allocation of Death Benefit between Plan and this Program. If the Active Participant also participates in the Plan at the time of his death and the resulting death benefit equals the amount determined under Section 6.3(a)(i) above, the value of the death benefit under Section 6.3(a)(i)(A) of the Plan shall be paid under the Plan and no additional death benefit shall be paid under this Program. Otherwise, the value of the death benefit determined under Section 6.3(a)(ii)(A) of this Program shall be paid under this Program and the value of the death benefit determined under Section 6.3(a)(ii)(B) of this Program shall be paid under the Plan.

          (c) Participation in this Program and a Supplemental Plan. If an Active Participant also participates or participated in one or more of the Supplemental Plan(s), the death benefit payable from this Program shall be reduced as provided on Exhibit B.

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     6.4 Death after a Change of Control that Occurs while an Active Participant . If a Participant is (a) an Active Participant when a Change of Control occurs, (b) continues as an Active Participant or becomes a Vested Separated Participant and (c) dies within four (4) years following such Change of Control, a death benefit shall be payable to such Participant’s spouse or other Beneficiary. The death benefit shall be determined under Section 6.2 or 6.3 of this Program, as applicable, based on such Active or Vested Separated Participant’s age as of his date of death and modified as follows:

          (a) Three-Year Final Average Compensation for purposes of Section 6.1(c) of this Program shall be determined as of the Active Participant’s date of death or Vested Separated Participant’s Retirement or Vested Separation date.

          (b) The Determination Date of the Participant’s Retirement Benefit under Article IV of this Program for purposes of Section 6.3 of this Program shall be the Active Participant’s date of death or Vested Separated Participant’s Retirement or Vested Separation date.

     6.5 Death of Frozen Participant. If a Frozen Participant dies while in the employ of Sysco or a Subsidiary prior to attaining age fifty-five (55), such Frozen Participant’s Beneficiary shall not be entitled to a death benefit under this Program. If a Frozen Participant dies while in the employ of Sysco or a Subsidiary on or after attaining age fifty-five (55) and such Frozen Participant has a Vested Accrued Benefit, the Frozen Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Frozen Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical retirement benefit on his date of death. The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his date of death, reduced, for the period by which the first payment of the death benefit precedes the Participant’s Normal Retirement Date, by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months and 5/18ths of one percent (1%) for each of the next sixty (60) calendar months, adjusted, as applicable, to take into account the form of payment of such Participant’s Retirement Benefit under Section 4.5 of this Program. For purposes of determining the amount of the survivor’s benefit under this Section 6.5, if a Participant’s Retirement Benefit was to be paid in the form of a Joint and Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of conversion to a Joint and Survivor Annuity.

     6.6 Death of Vested Separated Participant. Upon the death of a Vested Separated Participant who was not a Frozen Participant as of his Retirement date or Vested Separation date, such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Subject to Section 6.4, such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical

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retirement benefit on his date of death. The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his Retirement or Vested Separation date, reduced, for the period by which the first payment of the death benefit precedes the Participant’s Normal Retirement Date, by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months, 5/18ths of one percent (1%) for each of the next sixty (60) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence) , adjusted, as applicable, to take into account the form of payment of such Participant’s Retirement Benefit under Section 4.5 of this Program. For purposes of determining the amount of the survivor’s benefit under this Section 6.6, if a Participant’s Retirement Benefit was to be paid in the form of a Joint and Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of conversion to a Joint and Survivor Annuity.

     6.7 Death of Retired Participant before or after Commencement of Benefits. If a Retired Participant (a) dies before benefit payments begin and was not a Frozen Participant at the time of Retirement or (b) dies after benefit payments begin, any death benefit that may be payable hereunder is a function of the form of payment applicable to such Retired Participant (“Joint and Survivor Annuity” or “Annuity” as provided under Section 4.5 of this Program), as described below:

          (a) Joint and Survivor Annuity.

               (i) Death of Participant or Spouse during Ten (10) Year Certain Period. If either the Participant or his spouse (but not both) dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period and then two-thirds (2/3rds) of that amount shall be paid to the survivor for life.

               (ii) Death of Both Participant and Spouse during Ten (10) Year Certain Period. If both the Participant and his spouse die before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

               (iii) Cessation of Benefits. No further benefits are payable after the later of (A) the deaths of the Participant and his spouse or (B) the end of the ten (10) year certain period.

               (iv) Spouse. For purposes of this Section 6.7(a), “spouse” refers to the Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor Annuity, even if the Participant is married to a different individual at the time of the Participant’s death.

          (b) Annuity.

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               (i) Death of Participant during Ten (10) Year Certain Period. If the Participant dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

               (ii) Cessation of Benefits. No further benefits are payable after the later of (a) the death of the Participant or (b) the end of the ten (10) year certain period.

     6.8 Administrative Delay. Death benefits shall commence as of the date set forth in this Article VI or the first day of the month as soon as administratively practicable thereafter but in any event within ninety (90) days of the Participant’s death. The aggregate amount of any such delayed payments, without interest on such delayed payments, shall be paid to the Beneficiary on such delayed commencement date.

     6.9 Beneficiary Designation for Ten (10) Year Certain Period. A Beneficiary designation shall be effective upon receipt by the Committee of a properly executed form which the Committee has approved for that purpose, and shall remain in force until revoked or changed by the Participant. The Participant may, prior to the commencement of benefits under the Plan, from time to time, revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Committee.

          (a) Upon entering the Plan, each Participant shall file with the Committee a designation of one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3, 6.4, 6.5 and 6.6 of this Program shall be payable. Any Beneficiary designation by a married Participant who designates any person or entity other than the Participant’s spouse shall be ineffective unless the Participant’s spouse has indicated consent by completing and signing the applicable spousal consent section of the approved Beneficiary designation form.

          (b) Upon Retirement or Vested Separation and prior to commencement of benefits under Article IV of this Program, the Participant shall designate one or more Beneficiaries to receive the remaining period certain payments, which designation shall be made and modified in accordance with the procedures set forth in this Section 6.9. If the Participant does not designate one or more Beneficiaries to receive the remaining period certain payments, the Beneficiaries designated by the Participant upon entering the Plan shall be the Participant’s Beneficiaries for purposes of the remaining period certain payments. A spouse of a Participant may not change the Beneficiaries designated by the Participant, including the Beneficiaries to whom the remaining period certain payments may be paid. Notwithstanding the preceding sentences of this Section 6.9(b), in the case of a Joint and Survivor Annuity, a Beneficiary designation shall have no effect unless (i) the Participant and the Participant’s spouse both die during the ten (10) year certain period and (ii) if the Participant dies during the ten (10) year certain period and the Beneficiaries designated by the Participant have predeceased the Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving the survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.

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          (c) If there is no valid Beneficiary designation on file with the Committee at the time of the Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate. A Beneficiary who is an individual shall be deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the date of the Participant’s death. If any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to exist, before receiving all payments due under this Article VI, the balance of the payments that would have been paid to that Beneficiary shall, unless the Participant’s Beneficiary designation provides otherwise, be distributed to the deceased individual Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate.

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ARTICLE VII

PROVISIONS RELATING TO ALL BENEFITS

     7.1 Effect of this Article. The provisions of this Article shall control over all other provisions of the Plan (including this Program).

     7.2 Termination of Employment. A Participant’s termination of employment for any reason prior to the Participant’s vesting under Article III of this Program shall cause the Participant and all his Beneficiaries to forfeit all interests in and under this Program, other than any death benefit payable to such Participant’s Beneficiaries under Article VI of this Program.

     7.3 Forfeiture for Cause.

          (a) Forfeiture on Account of Discharge. If the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and a former Participant, that the Participant was discharged by Sysco or a Subsidiary for: (i) fraud, (ii) embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his employment by Sysco or a Subsidiary which damaged Sysco or a Subsidiary, or (vi) disclosing trade secrets of Sysco or a Subsidiary ((i) through (vi) individually and collectively referred to as a “For Cause Event”), the entire Vested Accrued Benefit of the Participant and/or his Beneficiaries shall be forfeited.

          (b) Forfeiture after Commencement of Benefits. If the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the former Participant, that a former Participant who has begun receiving benefits under the Plan (including this Program) engaged in a For Cause Event during his employment with Sysco or a Subsidiary (even though the Participant was not discharged from Sysco or the Subsidiary for such a For Cause Event), the former Participant’s and/or Beneficiaries’ remaining benefit payments under the Plan (including this Program) shall be forfeited.

          (c) Committee Discretion. The decision of the Committee as to the existence of a For Cause Event shall be final. No decision of the Committee shall affect the finality of the discharge of the Participant by Sysco or the Subsidiary in any manner.

          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeitures created by Sections 7.3(a) and 7.3(b) above shall not apply to a Participant or former Participant who: (i) is discharged during the Plan (including this Program) Year in which a Change of Control occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the “Change of Control Period”) or (ii) during the Change of Control Period is determined by the Committee to have engaged in a For Cause Event, unless an arbitrator selected to review the Committee’s findings agrees with the Committee’s determination to apply the forfeiture. The arbitration shall be governed by the provisions of Section 7.6(e) of this Program.

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     7.4 Forfeiture for Competition. If, at the time a distribution is being made or is to be made to a Participant, the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the Participant, that the Participant has engaged in any of the conduct set forth in this Section 7.4, the entire benefit remaining to be paid to the Participant and/or his Beneficiaries shall be forfeited, even though it may have been previously vested under any portion of the Plan (including this Program); provided, however, that this Section 7.4 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during a Change of Control Period. A forfeiture shall occur if, at any time after his termination of employment from Sysco or a Subsidiary and while any remaining benefit is to be paid to the Participant and/or his Beneficiaries under the Plan (including this Program), and without written consent of Sysco’s Chief Executive Officer or General Counsel, the Participant:

          (a) either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a business which competes with any aspect of the business of Sysco or a Subsidiary by which he was formerly employed (as the scope of Sysco’s or such Subsidiary’s business is defined as of the date of Participant’s termination of employment) in a trade area served by Sysco or the Subsidiary and in which the Participant directly or indirectly represented Sysco or the Subsidiary while employed by it; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

          (b) either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a customer or supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or a Subsidiary by which he was formerly employed; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

          (c) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets, solicits or sells to any actual or prospective customer of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

          (d) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets to, solicits or buys from any supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

          (e) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly solicits, offers employment to, hires or otherwise enters into a consulting relationship with any employee of Sysco or any Subsidiary;

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          (f) either (i) fails to return to Sysco or the Subsidiary by which he was formerly employed, within ten (10) days of any request issued to the Participant, any and all trade secrets or confidential information or any portion thereof and all materials relating thereto in his possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any means, or for any purpose, any Sysco or Subsidiary trade secrets or confidential information or any portion thereof or any materials relating thereto; or

          (g) makes any disparaging comments or accusations detrimental to the reputation, business, or business relationships of Sysco (as reasonably determined by Sysco or a Subsidiary), and the Participant fails to retract such comments or accusations within sixty (60) days after written notice demanding such retraction has been provided to him by or on behalf of Sysco or the Subsidiary.

     7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments. If any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) of Sysco would either (i) result in such payment not being deductible, whether in whole or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result in the Participant being subject to the excise tax imposed under Section 4999 of the Code, then the benefits payable under this Program, and/or any Supplemental Plan(s), as applicable, shall first be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code (and/or not subject to the excise tax imposed under Section 4999 of the Code) or the benefits payable under this Program, or any Supplemental Plan(s), as applicable, have been reduced to zero. If a Participant is entitled to a benefit under more than one (1) of the plans referred to in the previous sentence, then the reduction shall be applied first to the plan (or plans) in which the Participant is not then actively participating as of the date of the change of control in the order determined by the Committee in its sole discretion. If any further reduction is necessary, the benefits payable under the Plan shall be reduced under the terms of the Plan, and then, if necessary, the benefits payable under the EDCP shall be reduced under the terms of that plan. The reduction in benefits payable under this Program, if any, shall be determined by reducing the Vested Percentage of the Participant’s Vested Accrued Benefit. In determining the amount of the reduction, if any, under this Program: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan shall be taken into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors and reasonably acceptable to the Participant (“Tax Counsel”), determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into account (including, without limitation, amounts not treated as a “parachute payment” as a result of the application of Section 280G(b)(4)(A)), (c) no portion of the Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided by Section 280G(b)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Sysco’s independent auditors in accordance with Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee of the

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Board of Directors, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 7.5, when it determines that specific situations warrant such action.

     7.6 Claims Procedure. Any person who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (including this Program) (referred to hereinafter as a “Claimant”) must file a written request for such benefit with the Committee; provided, however, that any claim involving entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control shall be governed by mandatory arbitration under Section 7.6(e) of this Program. Such written request must set forth the Claimant’s claim and must be addressed to the Committee at the Company’s principal office.

          (a) Initial Claims Decision. The Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days after the claim is filed with the Committee; provided, however, that the Committee may have up to an additional ninety (90) days to decide the claim, if the Committee determines that special circumstances require an extension of time to decide the claim, and the Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim.

          (b) Appeals. A Claimant may appeal the Committee’s decision by submitting a written request for review to the Committee within sixty (60) days after the earlier of receiving the denial notice or after expiration of the initial review period. Such written request must be addressed to the Committee at the Company’s principal office. In connection with such request, the Claimant (and his or her authorized representative, if any) may review any pertinent documents upon which the denial was based and may submit issues and comments in writing for consideration by the Committee. If the Claimant’s request for review is not received within the earlier of sixty (60) days after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Committee’s determination.

          (c) Decision Following Appeal. The Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days following its receipt of the Claimant’s request for appeal; provided, however, that the Committee may have up to an additional sixty (60) days to decide the claim, if the Committee determines that special circumstances require an extension of time to decide the claim and the Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim. The Committee shall notify the Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse.

          (d) Decisions Final; Procedures Mandatory. A decision on appeal by the Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.6 shall be a precondition to commencement of mandatory and binding arbitration set forth in Section 7.6(e) below. Notwithstanding the preceding sentence, the Committee may, in its sole discretion, waive the procedures described in Sections 7.6(a) through 7.6(c) of this Program as a precondition to mandatory and binding arbitration set forth in Section 7.6(e) below.

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          (e) Mandatory and Binding Arbitration. Any dispute that in any way relates to the Plan (including this Program), including, without limitation, any benefit allegedly due under the Plan (including this Program) or that is the subject of any forfeiture decision under the Plan (including this Program), shall be submitted to mandatory and binding arbitration before the American Arbitration Association (“AAA”), in accordance with the Employee Benefit Plan Claims Arbitration Rules established by the AAA, at the sole and exclusive jurisdiction of the AAA’s regional office for the State of Delaware. The arbitrator shall be selected by permitting the Company and the Participant to strike one name each from a panel of three names obtained from the AAA from its panel of Employee Benefit Plan Claims Arbitrators. The person whose name is remaining shall be the arbitrator. The arbitrator shall determine the extent of discovery, if any, that is needed to resolve the dispute after hearing the positions of each party regarding the need for discovery. The arbitrator shall be bound to apply the laws of the State of Delaware to resolve any dispute without regard for any conflict of law principles, as each Participant acknowledges that the Company is organized under the laws of the State of Delaware. The decision of the arbitrator shall be final and binding on both parties.

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ARTICLE VIII

ADMINISTRATION

     8.1 Committee Appointment. The Committee shall be appointed by the Board of Directors or its designee. Each Committee member shall serve until his or her resignation or removal. The Board of Directors, or its designee, shall have the sole discretion to remove any one or more Committee members and appoint one or more replacement or additional Committee members from time to time.

     8.2 Committee Organization and Voting. The organizational structure and voting responsibilities of the Committee shall be as set forth in the bylaws of the Committee.

     8.3 Powers of the Committee. The Committee shall have the exclusive responsibility for the general administration of the Plan (including this Program) according to the terms and provisions of the Plan (including this Program) and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

          (a) to make rules and regulations for the administration of the Plan (including this Program);

          (b) to construe all terms, provisions, conditions and limitations of the Plan (including this Program);

          (c) to correct any defect, supply any omission or reconcile any inconsistency that may appear in the Plan (including this Program) in the manner and to the extent it deems expedient to carry the Plan (including this Program) into effect for the greatest benefit of all parties at interest;

          (d) subject to Section 7.3(c) of this Program, to resolve all controversies relating to the administration of the Plan (including this Program), including but not limited to:

               (i) differences of opinion arising between the Company and a Participant in accordance with Sections 7.6(a) through 7.6(c) of this Program, except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event, such difference of opinion shall be decided by mandatory and binding arbitration under Section 7.6(e) of this Program; and

               (ii) any question it deems advisable to determine in order to promote the uniform administration of the Plan (including this Program) for the benefit of all parties at interest; and

          (e) to delegate by written notice any plan administration duties of the Committee to such individual members of the Committee, individual employees of the Company, or groups of employees of the

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Company, as the Committee determines to be necessary or advisable to properly administer the Plan (including this Program). The Committee hereby expressly delegates to the Chief Executive Officer and/or the Chief Operating Officer of Sysco the Committee’s discretionary authority with respect to the following: (i) excluding an otherwise eligible MIP participant from participating in this Program pursuant to Section 2.1 of this Program; and (ii) subsequently including an otherwise eligible MIP participant described in clause (i), above, including determining the period (if any) over which such previously excluded MIP participant will be eligible to accrue benefits under this Program pursuant to Section 4.1(a)(iii)(E) of this Program; provided however, that the Chief Executive Officer’s and Chief Operating Officer’s discretionary authority under this Program shall not apply to the extent such decision is with respect to an executive officer of Sysco.

     8.4 Committee Discretion. The Committee has the sole power and authority to administer the Plan (including this Program), and any decision made by, or action taken by, the Committee in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a) through 7.6(c) of this Program. Notwithstanding the foregoing, Committee decisions or actions during the Change of Control Period are subject to mandatory and binding arbitration pursuant to Section 7.6(e) of this Program.

     8.5 Reimbursement of Expenses. The Committee shall serve without compensation for their services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of their duties under the Plan (including this Program).

     8.6 Indemnification. To the extent permitted by law, members of the Board of Directors, members of the Committee, employees of the Company, and all agents and representatives of the Company shall be indemnified by the Company, and saved harmless against any claims resulting from any action or conduct relating to the administration of the Plan (including this Program), except claims arising from gross negligence, willful neglect or willful misconduct.

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ARTICLE IX

ADOPTION BY SUBSIDIARIES

     9.1 Procedure for and Status after Adoption. Any Subsidiary may, with the approval of the Committee, adopt this Program by appropriate action of its board of directors. The terms of this Program shall apply separately to each Subsidiary adopting this Program and its Participants in the same manner as is expressly provided for Sysco and its Participants except that the powers of the Board of Directors and the Committee under this Program shall be exercised by the Board of Directors of Sysco or the Committee, as applicable. Sysco and each Subsidiary adopting this Program shall bear the cost of providing Program benefits for its own Participants. Sysco shall initially pay the costs of the Program each Plan Year. However, each adopting Subsidiary shall then be billed back for the actuarially determined costs pertaining to it in accordance with the appropriate Financial Accounting Standards Board pronouncements. It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

     9.2 Termination of Participation by Adopting Subsidiary. Any Subsidiary adopting this Program may, by appropriate action of its board of directors, terminate its participation in this Program. The Committee may, in its sole discretion, also terminate a Subsidiary’s participation in this Program at any time. The termination of the participation in this Program by a Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to benefits previously accrued by the Participant under this Program without his consent.

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ARTICLE X

AMENDMENT AND/OR TERMINATION

     10.1 Amendment or Termination of this Program. The Board of Directors, the Committee, or their designees, may amend this Program at any time by an instrument in writing without the consent of any adopting Company; provided, however, that authority to terminate this Program or to make any amendment to this Program that would have a significant financial statement or benefit impact on the Company shall be reserved to the Board of Directors or its designee. Notwithstanding the foregoing, in no event shall the Board of Directors have the authority to terminate this Program during the two (2) year period following a Change of Control.

     10.2 No Retroactive Effect on Awarded Benefits.

          (a) General Rule. Absent a Participant’s prior consent, no amendment to this Program shall affect the rights of such Participant to his Vested Accrued Benefit as of the date of such amendment (“Minimum Vested Accrued Benefit”) or shall change such Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred.

          (b) Determination of Minimum Vested Accrued Benefit. For purposes of calculating a Participant’s Minimum Vested Accrued Benefit as of the date of an amendment to this Program:

               (i) The Determination Date of the Vested Accrued Benefit under Section 4.3 of this Program shall be the effective date of the amendment with the exception of the Vested Percentage, which shall be determined as of the date of the distribution event.

               (ii) On and after the effective date of such amendment, for purposes of vesting under Article III of this Program and the Benefit Commencement Date under Section 4.1(c) of this Program, a Participant shall continue to be awarded years of Vesting Service and age credit until such Participant’s termination of employment with Sysco and its Subsidiaries.

          (c) Benefits on or after the Amendment. Notwithstanding the provisions of this Section 10.2, the Board of Directors retains the right at any time to (i) change in any manner or to discontinue the death benefit provided in Article VI of this Program, except during the four (4) year period following a Change of Control for those persons who at that time were covered by the death benefit, and (ii) to change in any manner the benefit under Article IV of this Program, provided such benefit is not less than the Minimum Vested Accrued Benefit as of the date of any such amendment.

     10.3 Effect of Termination. Upon termination of this Program, the following provisions shall apply:

          (a) With respect to benefits that become payable as a result of a distribution event on or after the effective date of this Program’s termination, a Participant’s: (i) Compensation after the earlier of the date

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specified in Section 4.1(d) of this Program or the date of this Program’s termination shall not be included in determining the Participant’s Eligible Earnings; and (ii) Three-Year Final Average Compensation under Article VI of this Program shall be determined as of the earlier of the date specified under Section 6.1(c) of this Program or the date of this Program’s termination.

          (b) The Board of Directors or its designee may, in its sole discretion, authorize distributions to Participants as a result of this Program’s termination, provided all of the following conditions are satisfied:

               (i) All deferred compensation arrangements sponsored by the Company that would be aggregated with the this Program (which may include the Program) under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in such arrangements are terminated;

               (ii) No distributions other than distributions that would be payable under the terms of this Program if the termination had not occurred are made within twelve (12) months of the termination of this Program;

               (iii) All distributions of all benefits to be provided hereunder are paid within twenty-four (24) months of the termination of this Program; and

               (iv) The Company does not adopt a new deferred compensation arrangement at any time within three (3) years following the date of the termination of this Program that would be aggregated with this Program under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in this Program and the new arrangement.

          (c) Except as otherwise provided in Section 10.3(a) and 10.3(b) above, on and after the effective date of this Program’s termination, (i) this Program shall continue to be administered as it was prior to this Program’s termination, (ii) all retirement benefits accrued prior to the date of termination shall be payable only under the conditions, at the time, and in the form then provided in this Program, (iii) no Participant shall be entitled to Program benefits solely as a result of this Program’s termination in accordance with the provisions of this Article X, and (iv) the forfeiture provisions of Sections 7.3 and 7.4 of this Program, and the restrictions set forth in Section 7.5 of this Program shall continue in effect.

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ARTICLE XI

FUNDING

     11.1 Payments Under The Plan (including this Program) are the Obligation of the Company. The Company last employing a Participant shall pay the benefits due the Participants under the Plan (including this Program); however, should it fail to do so when a benefit is due, then, except as provided in Section 11.5, the benefit shall be paid by the trustee of that certain trust agreement by and between the Company and JPMorgan Chase Bank, with respect to the funding of the Plan (including this Program). In any event, if the trust fails to pay for any reason, the Company still remains liable for the payment of all benefits provided by the Plan (including this Program).

     11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust. It is specifically recognized by both the Company and the Participants that the Company may, but is not required to, purchase life insurance so as to accumulate assets to fund the obligations of the Company under the Plan (including this Program), and that the Company may, but is not required to contribute any policy or policies it may purchase and any amount it finds desirable to a trust established to accumulate assets sufficient to fund the obligations of all of the Companies under the Plan (including this Program). However, under all circumstances, the Participants shall have no rights to any of those policies; and, likewise, under all circumstances, the rights of the Participants to the assets held in the trust shall be no greater than the rights expressed in the Plan (including this Program) and the trust agreement. Nothing contained in the trust agreement which creates the funding trust shall constitute a guarantee by any Company that assets of the Company transferred to the trust shall be sufficient to pay any benefits under the Plan (including this Program) or would place the Participant in a secured position ahead of general creditors should the Company become insolvent or bankrupt. Any trust agreement prepared to fund the Company’s obligations under the Plan (including this Program) must specifically set out these principles so it is clear in that trust agreement that the Participants in the Plan (including this Program) are only unsecured general creditors of the Company in relation to their benefits under the Plan (including this Program).

     11.3 Reversion of Excess Assets. Any Company may, at any time, request the actuary, who last performed the annual actuarial valuation of the Pension Plan, to determine the present value of the Vested Accrued Benefit assuming the Vested Accrued Benefit to be fully vested (whether it is or not), as of the end of the Plan Year coincident with or last preceding the request, of all Participants and Beneficiaries of deceased Participants for which all Companies are or will be obligated to make payments under the Plan (including this Program). If the fair market value of the assets held in the trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under the Plan (including this Program) by 25%, any Company may direct the trustee to return to such Company its proportionate part of the assets which are in excess of 125% of the Vested Accrued Benefits under the Plan (including this Program). Each Company’s share of the excess assets shall be the Participants’ present value of the Vested Accrued Benefit under the Plan (including this Program) earned while in the employ of that Company as compared to the total of the present value of the Vested Accrued Benefits earned by all Participants under the Plan (including this Program) times the excess assets. For this purpose,

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the present value of the Vested Accrued Benefit under the Plan (including this Program) shall be calculated using the data for the preceding Plan Year brought forward using the assumptions used to determine the actuarially determined costs according to the appropriate Financial Accounting Standards Board pronouncements. If there has been a Change of Control, to determine excess assets, all contributions made prior to the Change of Control shall be subtracted from the fair market value of the assets held in the trust as of the determination date but before the determination is made.

     11.4 Participants Must Rely Only on General Credit of the Company. The Company and the Participants recognize that the Plan (including this Program) is only a general corporate commitment, and that each Participant is merely an unsecured general creditor of the Company with respect to any of the Company’s obligations under the Plan (including this Program), even if the Company establishes a rabbi trust to fund all or a part of its obligations under the Plan (including this Program).

     11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited. No Company employing a Participant whose income is subject to the Canadian tax laws shall be permitted to fund its obligation to that person through any rabbi trust, fund, sinking fund, or other financial vehicle even though under applicable law the assets held to fund the obligation are still subject to the general creditors of the Company.

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ARTICLE XII

MISCELLANEOUS

     12.1 Responsibility for Distributions and Withholding of Taxes. The Committee shall furnish information, to the Company last employing the Participant, concerning the amount and form of distribution to any Participant entitled to a distribution so that the Company may make or cause the Rabbi Trust to make the distribution required. The Committee shall also calculate the deductions from the amount of the benefit paid under the Plan (including this Program) for any taxes required to be withheld by federal, state, local, or foreign government and shall cause them to be withheld.

     12.2 Limitation of Rights. Nothing in the Plan (including this Program) shall be construed:

          (a) to give a Participant any right with respect to any benefit except in accordance with the terms of the Plan (including this Program);

          (b) to limit in any way the right of Sysco or a Subsidiary to terminate a Participant’s employment;

          (c) to evidence any agreement or understanding, expressed or implied, that Sysco or a Subsidiary shall employ a Participant in any particular position or for any particular remuneration; or

          (d) to give a Participant or any other person claiming through him any interest or right under the Plan (including this Program) other than that of any unsecured general creditor of the Company.

     12.3 Benefits Dependent Upon Compliance with Certain Covenants. The benefits provided to a Participant under this Program by the Company are dependent upon the Participant’s full compliance with the covenants set forth in Section 7.4 of this Program.

     12.4 Distributions to Incompetents or Minors. Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor or incompetent in any manner the Committee determines in its sole discretion.

     12.5 Nonalienation of Benefits. No right or benefit provided under the Plan (including this Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided in the Plan (including this Program). If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under the Plan (including this Program), that right or benefit shall, in the discretion of the Committee, be forfeited. In that event, the Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any

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of them in any manner and in any proportion the Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

     12.6 Reliance upon Information. The Committee shall not be liable for any decision or action taken in good faith in connection with the administration of the Plan (including this Program). Without limiting the generality of the foregoing, any decision or action taken by the Committee when it relies upon information supplied it by any officer of the Company, the Company’s legal counsel, the Company’s actuary, the Company’s independent accountants or other advisors in connection with the administration of the Plan (including this Program) shall be deemed to have been taken in good faith.

     12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise. No benefit which has accrued to any Participant who has died, retired, become disabled or separated or who is a Frozen Participant prior to the execution of an amendment shall be changed in amount or subject to any adjustment provided in that amendment unless the amendment specifically provides that it shall apply to those persons and it does not have the effect of reducing those persons’ Vested Accrued Benefits as then fixed without their consent.

     12.8 Severability. If any term, provision, covenant or condition of the Plan (including this Program) is held to be invalid, void or otherwise unenforceable, the rest of the Plan (including this Program) shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

     12.9 Notice. Any notice or filing required or permitted to be given to the Committee or a Participant shall be sufficient if in writing and hand delivered or sent by U.S. mail to the principal office of the Company or to the residential mailing address of the Participant. Notice shall be deemed to be given as of the date of hand delivery or if delivery is by mail, as of the date shown on the postmark.

     12.10 Gender and Number. If the context requires it, words of one gender when used in the Plan (including this Program) shall include the other genders, and words used in the singular or plural shall include the other.

     12.11 Governing Law. The Plan (including this Program) shall be construed, administered and governed in all respects by the laws of the State of Delaware. Consistent with Section 7.6(e) of this Program, the Participant and the Company agree that subject to the provisions of Sections 7.6(a) through 7.6(c) of this Program, the sole and exclusive jurisdiction for any dispute under this Program shall lie with the AAA’s regional office for the State of Delaware, and the parties hereby waive any jurisdictional or venue-related defense to conducting arbitration at this location.

     12.12 Effective Date. This Program is effective as of June 27, 2009.

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     12.13 Compliance with Section 409A. The Plan (including this Program) is intended to comply with Section 409A of the Code in both form and operation, and any ambiguities herein shall be interpreted, to the extent possible, in a manner that complies with Section 409A of the Code.

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     IN WITNESS WHEREOF, Sysco has executed this document on this September 24, 2009, effective as of June 27, 2009.

SYSCO CORPORATION
	By:	/s/ Michael C. Nichols
	Name:	Michael C. Nichols
	Title:	Sr. Vice President, General Counsel and Corporate Secretary

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EXHIBIT A
TO THE
FIRST AMENDED AND RESTATED
SYSCO CORPORATION
MIP RETIREMENT PROGRAM

SUPPLEMENTAL PLANS

Non-qualified defined benefit plans

None

Non-qualified defined contribution plans

Sysco Corporation Canadian Executive Capital Accumulation Plan

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EXHIBIT B
TO THE
FIRST AMENDED AND RESTATED
SYSCO CORPORATION
MIP RETIREMENT PROGRAM

DEATH BENEFIT ADJUSTMENTS

1. Non-Qualified Defined Contribution Plans Listed on Exhibit A. The following adjustments shall be made to the death benefits payable under this Program, in the event the Participant is participating in one or more non-qualified defined contribution plans listed on Exhibit A of this Program:

     (a) Adjustment to Death Benefit Payable from this Program under Section 6.2. The death benefit payable to a Participant’s Beneficiary pursuant to Section 6.2 shall be reduced in recognition of the death benefit payable from the applicable non-qualified defined contribution plan(s). The amount of the reduction shall equal the annual benefit payable for ten (10) years certain that could be provided on an Actuarially Equivalent basis by the account balance payable as a death benefit under the applicable non-qualified defined contribution plan(s).

     (b) Adjustment to Death Benefit Payable from this Program under Section 6.3. If the applicable death benefit under Section 6.3 is based on the value determined under Section 6.3(a)(i), the death benefit payable to a Participant’s Beneficiary under this Program shall be reduced in recognition of the death benefit payable from the applicable non-qualified defined contribution plan(s). The amount of the reduction shall equal the monthly benefit payable for ten (10) years certain and life thereafter that could be provided on an Actuarially Equivalent basis by the account balance payable as a death benefit under the applicable non-qualified defined contribution plan(s).

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EX-10.5

Exhibit 10.5

SYSCO CORPORATION
2007 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

Under the terms and conditions of the Sysco Corporation 2007 Stock Incentive Plan (the “Plan”), a copy of which is incorporated into this Agreement by reference, Sysco Corporation (the “Company” or “Sysco”) grants to Robert C. Kreidler (the “Employee”) the option to purchase 75,000 shares of the Company’s Common Stock, $1.00 par value, at the price of $24.38 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 grant date set forth below and ending on October 5, 2016 and shall be subject to the Terms and Conditions of Stock Option attached hereto and incorporated in this Agreement by reference.

When exercised, all or a portion of this Option may be an incentive stock option, governed by Section 422 of the Internal Revenue Code of 1986, as amended.

By accepting this Option, you accept and agree to be bound by all of the terms and conditions of the Plan and Terms and Conditions of Stock Option, and you acknowledge receipt of the Plan and the Plan Prospectus dated November 9, 2007, which contains important information, including a discussion of federal tax consequences, and Sysco’s 2009 Annual Report to Shareholders. In the event of any conflict between the terms of this Option and the Plan, the Plan will control.

Employee, in accepting this Option, hereby recognizes that the Company would not be providing the valuable benefits conferred by the Plan but for Employee’s willingness to provide each of the covenants herein, and acknowledges that Employee is engaging in an arms-length transaction of parties with equal bargaining power, as Employee may refuse to accept this Option and the attendant covenants contained herein without any impact whatsoever on Employee’s continued employment.

In addition, as consideration for the issuance of this Option, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Employee agrees to be bound by the following:

     1. Definitions

     (a) For the purposes of this Agreement, the following definitions shall apply:

          (i) “Trade Secrets” shall mean information not generally known about the Company Business which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality and from which the Company derives economic value from the fact that the information is not generally known to other persons who can obtain economic value from its disclosure or use. Trade Secrets include, but are not limited to, technical or non-technical data, compilations, programs and methods, techniques, processes, financial data, lists of

actual customers and potential customers, customer route books or lists containing the names, addresses, buying habits and business locations of past, present and prospective customers, sales reports, price lists, product formulae, methods and procedures relating to services.

          (ii) “Confidential Information” means other business information of the Company not generally known to the public and which the Company desires and makes reasonable efforts to keep confidential, including, without limitation, the following, to the extent not a Trade Secret, information regarding customers, employees, contractors, and the industry not generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company’s relationship with that customer); pricing strategies and price curves; positions; plans and strategies for expansion or acquisitions; budgets; customer, supplier and broker lists; research; financial and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques and strategies; prospective customers’ and suppliers’ names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information.

          (iii) “Company” shall mean Sysco or, if applicable, the operating subsidiary of the Company for which Participant works as of the date of this Option.

          (iv) “Company Business” shall mean, (a) with respect to employees who are employed by a Sysco subsidiary or operating division, the distribution and/or sale of the products listed on the website for the applicable company as of the date of this Plan to commercial businesses; and (b) with respect to corporate employees (including those employed directly by Sysco, Sysco Resources, Inc., or Sysco Personnel, Inc.), the distribution and/or sale of food or related nonfood products (including, without limitation, paper products, such as disposable napkins, plates and cups, tableware, such as china and silverware, restaurant and kitchen equipment and supplies, medical and surgical supplies, cleaning supplies, and personal care guest amenities, housekeeping supplies, room accessories and hotel and motel textiles) as listed on Sysco’s website as of the date of this Plan to restaurants, healthcare and educational facilities, lodging establishments or other similar commercial customers of such products.

          (v) “Competing Business” shall mean any person, concern or entity which is engaged in or conducts a business that is substantially the same as the applicable definition of Company Business (as defined in Section 1.(a)(iv)(a) for employees of a Sysco subsidiary or operating division and as defined in Section 1.(a)(iv)(b) for corporate employees), but only that segment of the business that competes with the Company Business.

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          (vi) “Territory” shall mean, (a) with respect to employees who are employed by a Sysco subsidiary or operating division, any county where the applicable operating company that employed Employee sold product to a commercial customer as of the date of this Plan, as amended, provided that Employee also worked in or had responsibility over such county or counties at any time during the last twenty-four (24) months of Employee’s employment; and (b) with respect to corporate employees (including those employed directly by Sysco, Sysco Resources, Inc., or Sysco Personnel, Inc.), a 100-mile radius surrounding each location where any Sysco operating company has an office as of the date of this Plan. The parties hereto agree that the Company serves customers throughout the Territory and Employee’s scope of responsibilities extends throughout the Territory.

     2. Trade Secrets and Confidential Information

     Employee acknowledges that Trade Secrets and Confidential Information are the foundation of the Company’s business and that such Trade Secrets and Confidential Information change and evolve on a continual basis. By virtue of Employee’s position, he or she will continue to have access to such Trade Secrets and Confidential Information up to the time of the separation of Employee’s employment with the Company.

     Employee accordingly covenants and agrees that he or she will not at any time, other than in the performance of his or her duties for the Company, both during and after his or her employment by the Company, communicate or disclose to any person or entity, or use for his or her benefit or for the benefit of any other person or entity, directly or indirectly, any of the Company’s Trade Secrets and/or Confidential Information. For the purposes of this Agreement, the prohibition against the disclosure of Confidential Information only shall end three (3) years after the separation, for any reason, of Employee’s employment with the Company. The disclosure of Trade Secrets by the Employee is prohibited for the life of the Employee, or until the Trade Secret information becomes publicly available through no fault of the Employee.

     3. Agreement Not To Solicit Customers

     Employee acknowledges that he or she provides unique services to the Company which both parties acknowledge has resulted in and expect will continue to result in the creation of goodwill for the Company among its customers. Employee’s duties may include participating in developing relationships with particular customers on the Company’s behalf. Because the Company has agreed to expose Employee to various customers and/or disclose various Trade Secrets and Confidential Information to Employee, in order to protect the Company’s goodwill in its customers, as well as its Trade Secrets and Confidential Information, Employee covenants and agrees that during his or her employment by the Company and for a period of two (2) years following the separation of such employment for any reason, he or she will not, without the prior written consent of the Company, either directly or indirectly, on his or her own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate to a Competing Business, any actual or prospective customer of the Company with whom Employee had contact during his or her employment with the Company.

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     4. Agreement Not To Compete

     Employee recognizes that developing customers and suppliers on behalf of the Company takes substantial time, money and personal contact. Employee further acknowledges that Trade Secrets, Confidential Information and the Company’s relationships with its customers and suppliers are the foundation of the Company’s business. Accordingly, in order to protect the Company’s customer and supplier relationships and the Company’s Trade Secrets and Confidential Information, Employee covenants and agrees that during his or her employment by the Company, Employee will not, in any way whatsoever, compete with the business of Sysco or any of its operating companies in any capacity in any geographic location. Moreover, during a period of two (2) years after the separation of such employment for any reason, Employee will not, without prior written consent of the Company, directly or indirectly, within the Territory, on behalf of any Competing Business, provide any services which are the same or substantially similar to Employee’s duties during the last two (2) years of his or her employment with the Company.

     5. Agreement Not To Solicit Employees

     During his or her employment by the Company and for a period of two (2) years following the separation of such employment for any reason, Employee will not either directly or indirectly, solicit, divert or recruit any employee of the Company to leave such employment to work for a Competing Business.

     6. Agreement Not To Disparage

     During his or her employment by the Company and for a period of five (5) years following the separation of such employment for any reason, Employee agrees that he or she will neither say, write nor communicate in any manner to any person or entity anything derogatory or negative about the Company, and its officers, directors, employees, affiliates, and representatives or any products or services of the Company, regardless of whether Employee believes in the truth or falsity of the information.

     7. Company Property

     The physical embodiment of Employee’s work, as well as all writings, records, notes, files, memoranda, reports, price lists, devices, client lists, plans, documents, equipment, apparatus, physical manifestations of programs and like items, and all copies thereof, relating to the Company Business, Confidential Information or Trade Secrets, which shall be prepared by Employee or which shall be disclosed to or which shall come into the possession of Employee, shall be and remain the sole and exclusive property of the Company. Employee covenants and agrees that Employee will promptly deliver to the Company the originals and all copies of any of the foregoing that are in Employee’s possession, custody or control, and any other property belonging to the Company. In addition, Employee covenants and agrees to return all Company property to the Company immediately upon separation of employment without demand.

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     8. Remedies

     Employee acknowledges and agrees that by virtue of the duties and responsibilities attendant to his or her employment by the Company and the special knowledge of the Company’s affairs, business, clients and operations that he or she has and will be provided as a consequence of such employment, irreparable loss and damage will be suffered by the Company if Employee should breach or violate any of the covenants and agreements contained in Sections 2 through 7 hereof. Employee further acknowledges and agrees that each of such covenants is reasonably necessary to protect and preserve the Company Business and the assets of the Company. Employee therefore agrees and consents that the Company shall be entitled to temporary, preliminary and other injunctive relief to prevent a breach or contemplated breach by Employee of any of the covenants or agreements contained in Sections 2 through 7 hereof. Employee moreover agrees that any outstanding Options awarded pursuant to this Agreement that have not been exercised shall be forfeited if the Committee finds by a majority vote that Employee has breached any of the covenants set forth in Sections 2, 3, 4, 5, 6 or 7 hereof. These remedies shall be in addition to any other remedies available to the Company under the Plan or at law.

     9. No Employment Agreement

     Employee acknowledges and agrees that nothing contained herein shall be deemed an offer of employment to Employee, a contract of employment or a promise of continued employment by or with the Company.

     10. Severability

     If any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, such provision shall be deemed modified to most closely resemble the original intent of the parties, without invalidating the remainder of this Agreement; and such shall not affect any other provision of this Agreement and each other provision of this Agreement shall be enforced to the full extent permitted by law.

     11. Attorneys’ Fees

     Employee agrees and acknowledges that if the Company successfully enforces any right under this Agreement through legal process of any kind, then the Company shall be entitled to recover from Employee its costs of such enforcement, including its reasonable attorneys’ fees and expenses incurred in enforcing such right.

     12. Arbitration

     Any dispute that in any way relates to the Plan or this Agreement, including, without limitation, any benefit allegedly due under this Plan or that is the subject of a forfeiture decision, shall be submitted to mandatory and binding arbitration before the American Arbitration Association (“AAA”), in accordance with the Employee Benefit Plan Claims Arbitration Rules established by the AAA, at the sole and exclusive jurisdiction of the AAA’s regional office for the State of Delaware. Notwithstanding the foregoing, the Company may seek temporary and/or preliminary injunctive relief against Employee for any actual or threatened violation of the covenants contained in

5

Sections 2 through 7 hereof in an appropriate state or federal court with jurisdiction over the matter before initiating arbitration. The arbitrator shall be selected by permitting the Company and the Employee to strike one name each from a panel of three names obtained from the AAA from its panel of Employee Benefit Plan Claims Arbitrators. The person whose name is remaining shall be the arbitrator. The arbitrator shall determine the extent of discovery, if any, that is needed to resolve the dispute after hearing the positions of each party regarding the need for discovery. The arbitrator shall be bound to apply the laws of the State of Delaware to resolve any dispute without regard for any conflict of law principles, as Employee acknowledges that the Company is organized under the laws of the State of Delaware. The decision of the arbitrator shall be final and binding on both parties.

     13. Governing Law and Exclusive Jurisdiction

     This Agreement shall be construed, administered and governed in all respects by the laws of the State of Delaware. Subject to Section 12 hereof, the sole and exclusive jurisdiction for any dispute under the Plan and this Agreement shall lie with the AAA’s regional office for the State of Delaware, and the parties hereby waive any jurisdictional or venue-related defense to conducting arbitration at this location.

     14. Survival

     Notwithstanding the expiration or termination of this Agreement by any party for any reason whatsoever, the rights and obligations set forth in Sections 1 through 13 above will remain in full force and effect until they have been fully exercised and discharged.

     Grant Date: October 5, 2009.

SYSCO CORPORATION

William J. DeLaney

Chief Executive Officer

ACCEPTED:

Robert C. Kreidler

Date

(PLEASE RETURN A SIGNED COPY TO MICHAEL C. NICHOLS AND RETAIN A COPY FOR YOUR FILES.)

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TERMS AND CONDITIONS OF STOCK OPTION

1.	Please carefully review all of the provisions of the Sysco Corporation 2007 Stock Incentive Plan (the “Plan”). In addition to the conditions set forth in the Plan, the exercise of your option is contingent upon satisfying the terms and conditions set forth in this document.
2.	The shares subject to your Option will vest as follows:

15,000 shares on October 5, 2010;

15,000 shares on October 5, 2011;

15,000 shares on October 5, 2012;

15,000 shares on October 5, 2013;

15,000 shares on October 5, 2014;

3.	This option will expire at the close of business on October 5, 2016.
4.	The vested portion of your option may be exercised at any time after it vests, provided that at the time of the 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 October 5, 2010.
5.	Please note that your option is nontransferable, except as designated by you by will or by the laws of descent and distribution. Your stock option is in all respects limited and conditioned as provided in the Plan, including, but not limited to, the following: Your option will normally terminate on the earlier of (i) the date of the expiration of the option or (ii) the 90th day after severance of your employment relationship with the Company or any Subsidiary, as defined in the Plan, for any reason, for or without cause. Whether an authorized leave of absence, or an absence for military or government service, constitutes severance of your employment relationship with the Company or a Subsidiary will be determined by the Committee administering the Plan at the time of the event. However, if before the expiration of your option, your employment relationship with the Company or a Subsidiary terminates as a result of your retirement in good standing or disability under the established rules of the Company then in effect, your option will remain in effect, vest and be exercisable in accordance with its terms as if you remained an employee of the Company or a Subsidiary, and in the event of your death while employed by the Company or any Subsidiary, your unvested options will vest immediately and may be exercised by the executors or administrators of your estate for up to three years following the date

7

	of your death, but in no event later than the original termination date of the option. Notwithstanding the foregoing, no option may be exercised more than seven years from the date of grant, and to the extent not exercised by the applicable deadline, the option will terminate.
6.	By accepting this option, you acknowledge and agree that nothing contained herein shall be deemed an offer of employment to you, or a contract of employment or a promise of continued employment by or with the Company or any Subsidiary.
7.	At the time or times when you wish to exercise your option, you shall be required to follow the procedures established by the Company for the exercise of options, a copy of which has been provided to you with this stock option, and which the Company may revise from time to time, provided that the Company will provide you with a copy of any such revision. Notice of exercise of your option must be accompanied by a payment equal to the applicable option exercise price plus all withholding taxes due, if any, such amount to be paid in cash or by tendering, either by actual delivery of shares or by attestation, shares of common stock that are acceptable to the Committee, such shares to be valued at Fair Market Value, as defined in the Plan, as of the day the shares are tendered, or paid in any combination of cash and shares, as determined by the Committee. To the extent permitted by applicable law and the policies adopted from time to time by the Committee, you may elect to pay the exercise price through the contemporaneous sale by a third party broker of shares of common stock acquired upon exercise yielding net sales proceeds equal to the exercise price and any withholding tax due and the remission of those sale proceeds to the Company.
8.	Your option shall be subject to and governed by the laws of the State of Delaware. The Option Agreement, together with this document and the Plan, contains the entire agreement of you and the Company with respect to your option, and no representation, inducement, promise, or agreement or other similar understanding between you and the Company not embodied herein shall be of any force or effect, and the Company will not be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein or in the Plan.

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EX-10.6

Exhibit 10.6

SYSCO CORPORATION
2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

     Sysco Corporation (the “Company” or “Sysco”) hereby grants to Robert C. Kreidler (the “Grantee”) 5,000 Restricted Stock Units representing the right to receive on a one-for-one basis, shares of Stock of the Company, pursuant to and subject to the provisions of the Sysco Corporation 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), and to the Terms and Conditions of Award (the “Terms and Conditions”) set forth on Exhibit A to this Restricted Stock Unit Award Agreement (this “Agreement”) both of which are incorporated herein by this reference. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.

     The Restricted Stock Units subject to this Agreement shall vest (and become non-forfeitable) according to the following schedule, subject to any acceleration provisions contained in the Plan or otherwise set forth in this Agreement (each date on which Restricted Stock Units vest pursuant to the following schedule, a “Vesting Date”):

Restricted Stock Units	Vesting Date
1,667	October 5, 2010
1,667	October 5, 2011
1,666	October 5, 2012

By accepting this Award, Grantee accepts and agrees to be bound by all of the terms and conditions of the Plan, this Agreement, including the Terms and Conditions, attached hereto as Exhibit A, all of which are made a part of this document. Grantee further acknowledges receipt of the Plan and the Plan Prospectus dated November 9, 2007, which contains important information, including a discussion of the federal income tax consequences of a grant of Restricted Stock Units, and Sysco’s 2009 Annual Report to Shareholders. In the event of any conflict between the terms of this Agreement and the Plan, the Plan will control.

Grant Date: October 5, 2009.

SYSCO CORPORATION	GRANTEE
William J. DeLaney	Print Name: Robert C. Kreidler
Chief Executive Officer	Social Security Number:
	Your Residential Address:
Date:
	Date:

TERMS AND CONDITIONS OF AWARD

     Please carefully review all provisions of the Plan. In addition to the conditions set forth in the Plan, your Award is subject to the following terms and conditions:

     1. Grant. The Company hereby grants to the Grantee an Award of Restricted Stock Units effective as of the Grant Date, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by this reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

     2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive one (1) share of Stock on the date it vests (or at such later time as indicated in this Agreement). Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3 of this Agreement, Grantee will have no right to payment of shares of Stock with respect to any such Restricted Stock Units. Prior to actual payment of any shares of Stock with respect to any vested Restricted Stock Units, such Restricted Stock Units will represent an unfunded, unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

     3. Vesting. Subject to Section 4, the Restricted Stock Units awarded pursuant to this Agreement will vest in the Grantee according to the vesting schedule set forth on the first page of this Agreement, subject to the Participant’s continued service with the Company or one of its Subsidiaries or Affiliated Companies through each applicable Vesting Date. Notwithstanding the foregoing, all Restricted Stock Units subject to this Award shall vest, irrespective of the limitations set forth above, provided that the Grantee has been in continuous service with the Company or one of its Subsidiaries or Affiliated Companies since the Grant Date, upon the occurrence of (i) a Change in Control of the Company; (ii) the Grantee’s Disability; (iii) the Grantee’s termination of employment by reason of death; or (iv) the Grantee’s termination of employment by reason of retirement in good standing with the Company. For purposes of this Agreement, “Disability” means that the Grantee has been determined by the Social Security Administration to be totally disabled.

     4. Forfeiture of Award upon Termination of Employment. If the Grantee’s employment with the Company or one of its Subsidiaries or Affiliated Companies is voluntarily or involuntarily terminated for any reason prior to the satisfaction of the vesting conditions set forth in Section 3 above, the then unvested Restricted Stock Units (after taking into account any accelerated vesting that may occur as a result of such termination) awarded by this Award Agreement, will be forfeited and cancelled at no cost to the Company as of the date of Grantee’s termination of employment and the Grantee will have no further rights hereunder.

     5. Payment after Vesting. Except as otherwise provided in this Section 5 and subject to Section 7, any Restricted Stock Units that vest in accordance with Section 3 shall be paid to the Grantee (or in the event of the Grantee’s death, to Grantee’s estate),

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in whole shares of Stock within thirty (30) days after the date on which such Restricted Stock Units vest, but in no event later than the date that is two and one-half months following the later of (i) the end of the Company’s taxable year; or (ii) the end of the Grantee’s taxable year that includes the vesting date. Notwithstanding anything in the Plan or this Agreement to the contrary payment to the Grantee of Stock upon the vesting of a Restricted Stock Unit shall be delayed, to the extent required by Section 409A of the Code, as follows:

          (a) Accelerated Vesting Upon Termination of Employment. If the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units subject to this Award is accelerated in connection with the Grantee’s termination of employment from the Company or any Subsidiary or Affiliated Company (provided that such termination of employment is a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”), as determined by the Committee), other than due to the Grantee’s death, and if (x) the Grantee is a “specified employee” within the meaning of Section 409A of the Code at the time of the Grantee’s termination of employment, and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A of the Code if paid to the Grantee on or within the six (6) month period following the Grantee’s Separation from Service, then the payment with respect to such accelerated Restricted Stock Units will not be made until the date that is six (6) months and one (1) day following the date of the Grantee’s Separation from Service, unless the Grantee dies during such six (6) month period, in which case, the shares of Stock with respect to such Restricted Stock Units will be paid to the Grantee’s estate as soon as practicable following Grantee’s death, subject to Section 7.

          (b) Accelerated Vesting Upon a Change of Control of Sysco. If the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units subject to this Award is accelerated upon a Change of Control of Sysco, and such Change of Control is not a “change in the ownership or effective control” or “change in the ownership of a substantial portion of the assets” of Sysco within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, then such accelerated Restricted Stock Units shall not be paid until the applicable Vesting Date of such Restricted Stock Units, as set forth on the first page of this Agreement, or if earlier, the date of the Grantee’s death, Disability or Separation from Service from Sysco or any Subsidiary or Affiliated Company; provided however, that if the payment pursuant to this Section 5(b) is to be made upon Grantee’s Separation from Service and as of the date of Grantee’s Separation from Service Grantee is a “specified employee” within the meaning of Section 409A of the Code then payment of the shares of Stock with respect to the Restricted Stock Units subject to this Section 5(b) shall not be made until the date that is six (6) months and one day following the date of the Participant’s Separation from Service if earlier payment would result in the imposition of the additional tax under Section 409A of the Code.

     6. Dividend Equivalents. In the event that Sysco sets a record date for the payment of a dividend on its Stock from the date of this Agreement until the Award is

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fully vested, Grantee shall be entitled to receive with respect to the Restricted Stock Units, dividend equivalent amounts equal to the regular cash dividend payable to holders of the Company’s Stock (to the extent regular quarterly cash dividends are paid) as if the Grantee were an actual shareholder with respect to the number of shares of Stock equal to Grantee’s outstanding Restricted Stock Units (whether vested or unvested) (the “Dividend Equivalents”). Grantee’s right to Dividend Equivalents shall cease upon forfeiture or payment of the Restricted Stock Units pursuant to Section 4 or 5, as applicable. The aggregate amount of such Dividend Equivalents shall be held by the Company, without interest thereon, shall vest and be paid to the Grantee at the same time as the Restricted Stock Units to which such Dividend Equivalents relate vest and are paid in accordance with Sections 3 and 5. Dividend Equivalents paid on vested (but unpaid) Restricted Stock Units shall be paid at the same time as dividends paid to the holders of Company Stock.

     7. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to the Grantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of Federal, state, local or foreign income, employment and other taxes which the Committee determines must be withheld (“Tax Related Items”) with respect to the shares of Stock so issuable (or amounts to be paid with respect to Dividend Equivalents, if any). The Committee hereby allows Grantee, pursuant to such procedures as the Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have the Company (or any Subsidiary or Affiliated Company) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary or Affiliated Company) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company (including, if applicable, any amounts paid with respect to Dividend Equivalents). If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, Grantee will be deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the Restricted Stock Units. If the Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any applicable Restricted Stock Units (and corresponding Dividend Equivalents, if any) are scheduled to vest, the Grantee will permanently forfeit such shares of Stock (and Dividend Equivalents, if any) and the shares of Stock will be returned to the Company at no cost to the Company.

     8. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Restricted Stock Units or in any Dividend Equivalents may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation or liability of Grantee to any other party other than as provided in Section 7. Neither the Restricted Stock Units nor

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any accumulated Dividend Equivalents may be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

     9. Limitation of Rights. The Restricted Stock Units do not confer upon Grantee or Grantee’s beneficiary, executors or administrators any rights of a stockholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the Restricted Stock Units. This Award is not a promise that additional awards will be made to the Grantee in the future.

     10. Not an Employment Agreement. By accepting this Award, Grantee acknowledges and agrees that nothing in this Agreement (a) shall be deemed an offer of employment to Grantee; (b) shall interfere with or limit in any way the right of the Company, any Subsidiary or Affiliated Company to terminate Grantee’s employment at any time, or (c) shall confer upon Grantee any right to continue in employment of the Company, any Subsidiary or Affiliated Company.

     11. Notices. All notices delivered pursuant to this Agreement shall be in writing and shall be (a) delivered by hand, (b) mailed by United States certified mail, return receipt requested, postage prepaid, or (c) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications shall be directed to the following addresses (or to such other addresses as such parties may designate by notice to the other parties):

To Sysco:	Sysco Corporation
	1390 Enclave Parkway
	Houston, TX 77077-2099
	Attention: Michael C. Nichols
To Grantee:	The address set forth in this Agreement

     12. Miscellaneous.

          (a) No Waiver. Failure by Grantee or Sysco at any time or times to require performance by the other of any provisions in the Agreement will not affect the right to enforce those provisions. Any waiver by Grantee or Sysco of any conditions or of any breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future.

          (b) Severability. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision.

          (c) Governing Law. This Agreement shall be subject to and governed by the laws of the State of Texas.

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          (d) Amendments or Modifications. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein.

          (e) Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto.

          (f) Headings. The headings of each section of this Agreement are for convenience only.

          (g) Section 409A. This Agreement and the Restricted Stock Units, including Dividend Equivalents, if any, granted hereunder are intended to comply with, or otherwise be exempt from Section 409A of the Code. This Agreement and the Restricted Stock Units, including Dividend Equivalents, if any, shall be administered, interpreted and construed in a manner consistent with such Code section. Should any provision of this Agreement or the Restricted Stock Units, including Dividend Equivalents, if any, be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Committee and without requiring your consent (notwithstanding the provisions of Section 12(d)), in such manner as the Committee determines to be necessary or appropriate to comply with, or effectuate an exemption from, Section 409A of the Code. Each amount payable under this Agreement as a payment upon vesting of a Restricted Stock Unit, including Dividend Equivalents, if any, is designated as a separate identified payment for purposes of Section 409A of the Code.

          (h) Entire Agreement. This Agreement, together with the Plan, contains the entire agreement of the parties hereto, and no representation, inducement, promise, or agreement or other similar understanding between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein or in the Plan.

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EX-10.7

Exhibit 10.7

SYSCO CORPORATION
2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

     Sysco Corporation (the “Company” or “Sysco”) hereby grants to ___[name]___ (the “Grantee”) _[##]_ Restricted Stock Units representing the right to receive on a one-for-one basis, shares of Stock of the Company, pursuant to and subject to the provisions of the Sysco Corporation 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), and to the Terms and Conditions of Award (the “Terms and Conditions”) set forth on Exhibit A to this Restricted Stock Unit Award Agreement (this “Agreement”) both of which are incorporated herein by this reference. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.

     The Restricted Stock Units subject to this Agreement shall vest (and become non-forfeitable) according to the following schedule, subject to any acceleration provisions contained in the Plan or otherwise set forth in this Agreement (each date on which Restricted Stock Units vest pursuant to the following schedule, a “Vesting Date”):

Restricted Stock Units	Vesting Date
	, 20___ [first anniversary of date of grant]
	, 20___ [second anniversary of date of grant]
	, 20___ [third anniversary of date of grant]

By accepting this Award, Grantee accepts and agrees to be bound by all of the terms and conditions of the Plan, this Agreement, including the Terms and Conditions, attached hereto as Exhibit A, all of which are made a part of this document. Grantee further acknowledges receipt of the Plan and the Plan Prospectus dated                     , 20___, which contains important information, including a discussion of the federal income tax consequences of a grant of Restricted Stock Units, and Sysco’s 20___ Annual Report to Shareholders. In the event of any conflict between the terms of this Agreement and the Plan, the Plan will control.

Grant Date:                     , 20___.

SYSCO CORPORATION

Name:

Title:

TERMS AND CONDITIONS OF AWARD

     Please carefully review all provisions of the Plan. In addition to the conditions set forth in the Plan, your Award is subject to the following terms and conditions:

     1. Grant. The Company hereby grants to the Grantee an Award of Restricted Stock Units effective as of the Grant Date, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by this reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

     2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive one (1) share of Stock on the date it vests (or at such later time as indicated in this Agreement). Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3 of this Agreement, Grantee will have no right to payment of shares of Stock with respect to any such Restricted Stock Units. Prior to actual payment of any shares of Stock with respect to any vested Restricted Stock Units, or Dividend Equivalents (as defined herein), if any, such Restricted Stock Units and Dividend Equivalents, if any, will represent an unfunded, unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

     3. Vesting. Subject to Section 4, the Restricted Stock Units awarded pursuant to this Agreement will vest in the Grantee according to the vesting schedule set forth on the first page of this Agreement, subject to the Grantee’s continued service with the Company or one of its Subsidiaries or Affiliated Companies through each applicable Vesting Date. Notwithstanding the foregoing, provided that the Grantee has been in continuous service with the Company or one of its Subsidiaries or Affiliated Companies since the Grant Date through the date of termination of his or her employment, (a) all Restricted Stock Units subject to this Award shall remain in effect and continue to vest according to the vesting schedule set forth on the first page of this Agreement, irrespective of the continuous service limitations set forth in the first sentence of this Section 3, upon the occurrence of (i) the Grantee’s termination of employment by reason of retirement in good standing with the Company or (ii) the Grantee’s Disability, and (b) all Restricted Stock Units subject to this Award shall immediately vest, irrespective of the continuous service limitations set forth in the first sentence of this Section 3, upon the occurrence of (i) a Change in Control of the Company or (ii) the Grantee’s termination of employment by reason of death. For purposes of this Agreement, “Disability” means that the Grantee has been determined by the Social Security Administration to be totally disabled.

     4. Forfeiture of Unvested Awards upon Termination of Employment other than Upon Death, Disability or Retirement in Good Standing. If the Grantee’s employment with the Company or one of its Subsidiaries or Affiliated Companies is voluntarily or involuntarily terminated for any reason other than death, Disability or retirement in good standing from Sysco prior to an applicable Vesting Date, then any unvested Restricted Stock Units granted pursuant to this Award Agreement, will be

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forfeited and cancelled at no cost to the Company as of the date of Grantee’s termination of employment for a reason other than death, Disability or retirement in good standing from Sysco, and the Grantee shall have no further rights hereunder with respect to such unvested Restricted Stock Units.

     5. Time of Payment.

          (a) Payment after Vesting. Except as otherwise provided in this Section 5 and subject to Section 7, any Restricted Stock Units that vest in accordance with Section 3 shall be paid to the Grantee (or in the event of the Grantee’s death, to Grantee’s estate), in whole shares of Stock within thirty (30) days after the date on which such Restricted Stock Units vest or as soon as administratively practicable thereafter, but in no event later than the date that is two and one-half months following the later of (i) the end of the Company’s taxable year; or (ii) the end of the Grantee’s taxable year that includes the vesting date. Notwithstanding anything in the Plan or this Agreement to the contrary, payment to the Grantee of Stock upon the vesting of a Restricted Stock Unit shall be delayed, to the extent required by Section 409A of the Code.

          (b) Accelerated Vesting Upon a Change of Control of Sysco. If the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units subject to this Award is accelerated upon a Change of Control of Sysco, and such Change of Control is not a “change in the ownership or effective control” or “change in the ownership of a substantial portion of the assets” of Sysco within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, then such accelerated Restricted Stock Units shall not be paid until the applicable Vesting Date of such Restricted Stock Units, as set forth on the first page of this Agreement, or if earlier, the date of the Grantee’s death, Disability or “separation from service” within the meaning of Section 409A of the Code from Sysco (a “Separation from Service”); provided however, that if the payment pursuant to this Section 5(b) is to be made upon Grantee’s Separation from Service and as of the date of Grantee’s Separation from Service Grantee is a “specified employee” within the meaning of Section 409A of the Code then payment of the shares of Stock with respect to the Restricted Stock Units subject to this Section 5(b) shall not be made until the date that is six (6) months and one day following the date of the Participant’s Separation from Service if earlier payment would result in the imposition of the additional tax under Section 409A of the Code.

     6. Dividend Equivalents. In the event that Sysco sets a record date for the payment of a dividend on its Stock from the date of this Agreement until the Award is fully vested, Grantee shall be entitled to receive with respect to the Restricted Stock Units, dividend equivalent amounts equal to the regular cash dividend payable to holders of the Company’s Stock (to the extent regular quarterly cash dividends are paid) as if the Grantee were an actual shareholder with respect to the number of shares of Stock equal to Grantee’s outstanding Restricted Stock Units (whether vested or unvested) (the “Dividend Equivalents”). Grantee’s right to Dividend Equivalents shall cease upon forfeiture or payment of the Restricted Stock Units pursuant to Section 4 or 5, as applicable. The aggregate amount of such Dividend Equivalents shall be held by the

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Company, without interest thereon, shall vest and be paid to the Grantee at the same time as the Restricted Stock Units to which such Dividend Equivalents relate vest and are paid in accordance with Sections 3 and 5. Dividend Equivalents paid on vested (but unpaid) Restricted Stock Units shall be paid at the same time as dividends paid to the holders of Company Stock.

     7. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to the Grantee (or amounts paid with respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of Federal, state, local or foreign income, employment and other taxes which the Committee determines must be withheld (“Tax Related Items”) with respect to the shares of Stock so issuable (or amounts to be paid with respect to Dividend Equivalents, if any). The Committee hereby allows Grantee, pursuant to such procedures as the Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have the Company (or any Subsidiary or Affiliated Company) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary or Affiliated Company) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company (including, if applicable, any amounts paid with respect to Dividend Equivalents). If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, Grantee will be deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the Restricted Stock Units. If the Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any applicable Restricted Stock Units (and corresponding Dividend Equivalents, if any) are scheduled to vest, the Grantee will permanently forfeit such Restricted Stock Units (and Dividend Equivalents, if any) and no shares of Stock will be issued to Grantee pursuant to them.

     8. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Restricted Stock Units or in any Dividend Equivalents may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation or liability of Grantee to any other party other than as provided in Section 7. Neither the Restricted Stock Units nor any accumulated Dividend Equivalents may be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

     9. Limitation of Rights. The Restricted Stock Units do not confer upon Grantee or Grantee’s beneficiary, executors or administrators any rights of a stockholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the Restricted Stock Units. This Award is not a promise that additional Awards will be made to the Grantee in the future.

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     10. Not an Employment Agreement. By accepting this Award, Grantee acknowledges and agrees that nothing in this Agreement (a) shall be deemed an offer of employment to Grantee; (b) shall interfere with or limit in any way the right of the Company, any Subsidiary or Affiliated Company to terminate Grantee’s employment at any time, or (c) shall confer upon Grantee any right to continue in employment of the Company, any Subsidiary or Affiliated Company.

     11. Notices. All notices delivered pursuant to this Agreement shall be in writing and shall be (a) delivered by hand, (b) mailed by United States certified mail, return receipt requested, postage prepaid, or (c) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications shall be directed to the following addresses (or to such other addresses as such parties may designate by notice to the other parties):

To Sysco:	Sysco Corporation
	1390 Enclave Parkway
	Houston, TX 77077-2099
	Attention: Michael C. Nichols
To Grantee:	The address on file for employee in Sysco’s records

     12. Miscellaneous.

          (a) No Waiver. Failure by Grantee or Sysco at any time or times to require performance by the other of any provisions in the Agreement will not affect the right to enforce those provisions. Any waiver by Grantee or Sysco of any conditions or of any breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future.

          (b) Severability. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision.

          (c) Governing Law. This Agreement shall be subject to and governed by the laws of the State of Texas.

          (d) Amendments or Modifications. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein.

          (e) Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto.

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          (f) Headings. The headings of each section of this Agreement are for convenience only.

          (g) Section 409A. This Agreement and the Restricted Stock Units, including Dividend Equivalents, if any, granted hereunder are intended to comply with, or otherwise be exempt from Section 409A of the Code. This Agreement and the Restricted Stock Units, including Dividend Equivalents, if any, shall be administered, interpreted and construed in a manner consistent with such Code section. Should any provision of this Agreement or the Restricted Stock Units, including Dividend Equivalents, if any, be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Committee and without requiring your consent (notwithstanding the provisions of Section 12(d)), in such manner as the Committee determines to be necessary or appropriate to comply with, or effectuate an exemption from, Section 409A of the Code. Each amount payable under this Agreement as a payment upon vesting of a Restricted Stock Unit, including Dividend Equivalents, if any, is designated as a separate identified payment for purposes of Section 409A of the Code.

          (h) Entire Agreement. This Agreement, together with the Plan, contains the entire agreement of the parties hereto, and no representation, inducement, promise, or agreement or other similar understanding between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein or in the Plan.

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EX-15.1

Exhibit 15.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Sysco Corporation

We have reviewed the consolidated balance sheets of Sysco Corporation (a Delaware Corporation) and subsidiaries (“the Company”) as of September 26, 2009 and September 27, 2008 and the related consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows for the thirteen week periods ended September 26, 2009, and September 27, 2008. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Sysco Corporation and subsidiaries as of June 27, 2009, and the related consolidated results of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein) and in our report dated August 25, 2009, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph relating to the Company’s adoption of the recognition and disclosure provisions, effective June 30, 2007, and the change in measurement date provision, effective July 1, 2007, of the guidance originally issued in FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 123 (R)” (codified in FASB ASC Topic 715, “Compensation-Retirement Benefits”), as well as the Company’s adoption of the guidance originally issued in FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109”, (codified in FASB ASC Topic 740, “Income Taxes”) effective July 1, 2007.

In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 27, 2009, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Houston, Texas
November 3, 2009

EX-15.2

Exhibit 15.2

To the Board of Directors and Shareholders
Sysco Corporation

We are aware of the incorporation by reference of our report dated November 3, 2009 relating to the unaudited consolidated interim financial statements of Sysco Corporation that are included in its Form 10-Q for the quarter ended September 26, 2009 in the following registration statements.

SYSCO Corporation Form S-3	File No. 333-126199
SYSCO Corporation Form S-3	File No. 333-157413
SYSCO Corporation Form S-4	File No. 333-50842
SYSCO Corporation Form S-8	File No. 333-147338
SYSCO Corporation Form S-8	File No. 33-45820
SYSCO Corporation Form S-8	File No. 333-01259
SYSCO Corporation Form S-8	File No. 333-01255
SYSCO Corporation Form S-8	File No. 333-66987
SYSCO Corporation Form S-8	File No. 333-49840
SYSCO Corporation Form S-8	File No. 333-58276
SYSCO Corporation Form S-8	File No. 333-122947
SYSCO Corporation Form S-8	File No. 333-129671

/s/ Ernst & Young LLP

Houston, Texas
November 3, 2009

EX-31.1

Exhibit 31.1

CERTIFICATION

I, William J. DeLaney, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2009

/s/ WILLIAM J. DELANEY  

William J. DeLaney 

Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert C. Kreidler, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2009

/s/ ROBERT C. KREIDLER  

Robert C. Kreidler 

Executive Vice President and
Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, William J. DeLaney, Chief Executive Officer of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2009 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: November 3, 2009

/s/ WILLIAM J. DELANEY  

William J. DeLaney 

Chief Executive Officer 

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Robert C. Kreidler, Executive Vice President and Chief Financial Officer of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2009 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: November 3, 2009

/s/ ROBERT C. KREIDLER  

Robert C. Kreidler 

Executive Vice President and
Chief Financial Officer